BDVB Bagger Daves Burger Tavern Inc (PK)

INFORMATION STATEMENT

Relating to Annual Meeting of Bagger Dave’s Burger Tavern, Inc.

BAGGER DAVE’S BURGER TAVERN, INC.

Dear Bagger Dave’s Burger Tavern, Inc. Shareholders:

NOTICE IS HEREBY GIVEN that we have received written consents in lieu of a meeting from stockholders representing a majority of our outstanding shares of voting stock, approving the following actions:

As of the close of business on October 14, 2017, the record date for shares entitled to notice of and to sign written consents in connection with the annual meeting, there were 27,297,727 shares of our common stock and no shares of our preferred stock outstanding. Prior to the mailing of this Information Statement, certain shareholders who represent a majority of our outstanding voting shares, signed written consents approving each of the actions listed above on the terms described herein (the “Actions”). As a result, the Actions have been approved and neither a meeting of our stockholders nor additional written consents are necessary. We are not asking you for a Proxy and you are requested not to send us a Proxy . The Actions will be effective 20 days from the mailing of this Information Statement, which is expected to take place on November 18, 2017, and such Actions will result in the following:

1.) Each four hundred (400) shares of our common stock outstanding will be converted into one share of common stock of the Company, and immediately following that all shareholders with at least one whole share, will receive a forward split of 400 shares of common stock for each one share held.

The Plan of Recapitalization provides for the mandatory exchange of shares from the current common stock to new common stock representing one-four hundredth (1/400 ^th ) of the previous number of shares held and then a multiple of 400 for each share or portion thereof held. We urge you to follow the instructions set forth in the attached Information Statement under “Exchange of Stock”.

2.) The following persons were elected to the board of directors to serve until the next annual meeting or until their replacement is elected:

3.) BDO USA, LLP was approved to act as our outside auditor for our fiscal year ending December 31, 2017, to the extent such audit is required in the discretion of the Board.

The Company will pay all costs associated with the distribution of the Information Statement, including the cost of printing and mailing. The Company will reimburse brokerage and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending the Information Statement to the beneficial owners of the Company’s common stock.

THIS IS NOT A NOTICE OF A MEETING OF STOCKHOLDERS: NO STOCKHOLDERS MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN, AND NO PROXY OR VOTE IS SOLICITED BY THIS NOTICE. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. THE ACTIONS, DESCRIBED MORE SPECIFICALLY BELOW, HAVE ALREADY BEEN APPROVED BY WRITTEN CONSENT OF HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK OF THE COMPANY. A VOTE OF THE REMAINING SHAREHOLDERS IS NOT NECESSARY.

By Order of the Board of Directors,

PROPOSAL TO APPROVE A PLAN OF RECAPITALIZATION AND TO AMEND THE COMPANY’S ARTICLES OF INCORPORATION TO PROVIDE

FOR A REVERSE/FORWARD STOCK SPLIT

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. It highlights material information in this document, but you should realize that it does not describe all of the details of the proposed Reverse/Forward Split to the same extent that they are described in the body of this document. We urge you to read the entire document and the related letter of transmittal carefully, because they contain the full details of the Reverse/Forward Split. This summary term sheet is qualified in its entirety by reference to the more detailed information appearing elsewhere in, or accompanying, this Information Statement.

DESCRIPTION OF PLAN

The Board of Directors of the Company has unanimously approved a proposal to amend the Company’s Articles of Incorporation to effect a plan of recapitalization that provides for a four hundred for one (400 for 1) reverse stock split followed by a one for four hundred (1 for 400) forward stock split of our common stock, subject to the approval of such action by the shareholders. Pursuant to written resolutions, a majority of the shareholders of the Company voted to approve the proposal to authorize the reverse/forward stock split. We are now notifying you and the other shareholders that did not participate in the action of the majority of the shareholders. The reverse/forward stock split will take effect, when we file a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada.

We expect that the Certificate of Amendment will be filed promptly after your receipt of this Information Statement. However, our board of directors may elect not to file, or to delay the filing of, the Certificate of Amendment if they determine that filing the Certificate of Amendment would not be in the best interest of our shareholders.

Under the plan of recapitalization and reverse/forward stock split, each four hundred (400) shares of the Company’s outstanding common stock on the effective date (the “Old Common Stock”) of the reverse stock split (the “Effective Date”) will be automatically changed into and will become one share of the Company’s New Common Stock (the “New Common Stock”). No fractional shares will be issued. Shareholders who own fewer than 400 common shares immediately prior to the reverse split will have their shares cancelled and converted into a right to receive payment per share on a pre-reverse split basis. The cash payment will be based on the average closing price of the stock over a thirty-day period prior to the Record Date, which will be increased by a premium of 100%. Any shareholder that owns in excess of one (1) share immediately following the reverse split will receive a forward stock split of 400 shares for each share and fraction thereof he holds. The practical effect of this transaction is that all shareholders who own 400 or more shares prior to the Actions will own the same number of shares after the Actions. All shareholders who own less than 400 shares before the Actions will be paid the value of those shares in cash. The reverse/forward stock split will not change the current per share par value of the Company’s common stock nor change the current number of authorized shares of common stock. The effective date of the reverse/forward stock split will be the date the articles of amendment are accepted for filing by the Nevada Secretary of State.

If a person or entity holds shares of Common Stock in “street name,” then its broker, bank or other nominee (the “Record Owner”) is considered the owner of record with respect to those shares of Common Stock and not such person or entity. If the Record Owner holds less than one share as a result of the Reverse Split, it will be cashed out at the rate of $0.31 per pre-split share. Record Owners of at least one share as a result of the Reverse Split will not be entitled to receive any cash payment, even if a Record Owner holds shares of Common Stock in “street name” for any individual beneficial owners that beneficially own less than 400 pre-split shares of Common Stock.

The Reverse/Forward Split can be illustrated with the following example:

As soon as practicable after the Effective Date, we will send all stockholders of record with less than one share as a result of the Reverse Split a letter containing a cash payment of $.031 for each pre-split share owned. In the event we are unable to locate certain stockholders, any funds payable to such stockholders pursuant to the Reverse/Forward Split will be held in escrow until a proper claim is made, subject to applicable abandoned property laws. Stockholders who hold shares in book-entry form are not required to take any action to receive a cash payment. The Exchange Agent will furnish stockholders with the necessary instructions for surrendering their pre-split shares for payment.

Stockholders who hold shares that are not cashed out as a result of the Reverse/Forward Split will not be required to exchange their certificates representing pre-split shares for new certificates. The Reverse/Forward Split will take place on the Effective Date without any action on the part of the holders of the Common Stock and without regard to current certificates representing shares of Common Stock being physically surrendered for certificates representing the number of shares of Common Stock that each stockholder is entitled to have access to receive as a result of the Reverse/Forward Split.

Although the Reverse/Forward Split has been approved by the holders of the requisite majority of the shares of Common Stock of the Company, the Board reserves the right, in its discretion, to abandon the Reverse/Forward Split prior to the proposed Effective Date if it determines that abandonment is in the best interests of the Company or the stockholders. Factors that may lead the Board to abandon the Reverse/Forward Split may include, among other things, increased transaction costs to consummate the transaction, changes in the current economic environment, and an adverse response from the markets in which the Company operates or adverse responses from our stockholders. If such a determination to abandon the Reverse/Forward Split is made by the Board, our stockholders would be notified through the filing of a Current Report with the SEC on Form 8-K.

The Reverse/Forward Split will not materially change the rights, preferences or limitations of those stockholders who will retain an interest in the Company subsequent to the consummation of the Reverse/Forward Split.

The Reverse/Forward Split is not expected to affect in and of itself our current business plan or operations, except for the anticipated cost and management time savings associated with termination of our obligations to file periodic reports under the Exchange Act with the SEC. Nevertheless, if operating losses continue at the Company following the Reverse/Forward Split and any other cost saving measures instituted by the Company and the Company is unable to improve its revenues or profitability, the Company may need to explore other revenue improvement and cost reduction strategies. Once we deregister our Common Stock under the Exchange Act, we will not be required to provide our stockholders with periodic, annual, quarterly or other reports regarding the Company, although we intend to provide certain information to our stockholders on an annual basis. However, we do not intend to make available to stockholders any financial or other information about us that is not required by law. We do not intend, but may in our discretion elect, to distribute press releases for material and other events. We will continue to hold meetings as required under Nevada law, including annual meetings, or to take actions by written consent of stockholders in lieu of meetings.

The bullet points below provide information regarding the essential features and significance of the proposed transaction. A more detailed discussion of these matters may be found under the heading “Detailed Discussion and Reasons for Reverse/Forward Split.”

Effects of the Reverse Stock Split

As a result of the Reverse Stock Split:

Effects of the Forward Stock Split

As a result of the Forward Stock Split:

Fairness of the Transaction

The Board of Directors unanimously approved the Transaction, including the price to be paid for fractional Common Shares following the Reverse Stock Split, and recommended that our shareholders approve the Transaction. Our Board of Directors determined that the Transaction and the price to be paid for the fractional shares resulting from the Reverse Stock Split are substantively and procedurally fair to and in the best interest of the Company and our unaffiliated shareholders (including both Continuing Shareholders and Cashed Out Shareholders).

The Board of Directors considered various factors regarding the fairness of the Actions to us and our unaffiliated Continuing Shareholders and unaffiliated Cashed Out Shareholders, including the following:

Detailed Discussion and Reasons for the Reverse/Forward Split

The primary purpose of the Reverse/Forward Split is to ensure that the number of record holders of our Common Stock will be below 300 so that we can terminate the registration of our Common Stock under Section 12(g) of the Exchange Act. The Reverse/Forward Split is expected to result in the elimination of the expenses related to our disclosure and reporting requirements under the Exchange Act. For some time, the management of the Company has been concerned about the expense of continuing to comply with the periodic reporting requirements of the Exchange Act, given the earnings and overhead of the Company and the extremely low trading volume of our shares. Significantly, the Company had an annual operating loss during the year ended December 25, 2016 of $11,420,515, and during the quarter ended September 24, 2017, the Company had an operating loss of $5,339,224. For these reasons, among others the Board decided to consider whether it should remain a reporting company. The Board believes that any material benefit derived from continued registration under the Exchange Act is outweighed by the cost, including the cost and tangible and intangible burdens associated with compliance with the Sarbanes-Oxley Act of 2002.

The Board believes that the significant costs are not justified, because we have not been able to realize many of the benefits that publicly traded companies sometimes realize. The Board does not believe that we are in a position to use our status as a public company to raise capital through sales of securities in a public offering, or otherwise to access the public markets to raise equity capital. In addition, our Common Stock’s extremely limited trading volume, stock price and public float have all but eliminated our ability to use our Common Stock as acquisition currency or to attract and retain employees.

Our Common Stock’s limited trading volume and public float have also hindered our stockholders’ ability to sell their shares, which has prevented them from realizing the full benefits of holding publicly traded stock. Our low market capitalization has resulted in limited interest from market makers or financial analysts who might report on our activity to the investment community. Because the Common Stock has been thinly traded, any attempt to trade a large block of shares in the public markets, to the extent possible, would risk a significant impact on the market price of our Common Stock. The Board believes that it is unlikely that our market capitalization and trading liquidity will increase significantly in the foreseeable future.

The overall executive time expended on the preparation and review of our public filings is likely to continue to increase rather than decrease. Since we have relatively few executive personnel, these indirect costs can be significant relative to our overall expenses and, although there will be no direct monetary savings with respect to these indirect costs when the Reverse/Forward Split is effected and we cease filing periodic reports with the SEC, the time currently devoted by management to our public company reporting obligations could be devoted to other purposes, such as operational concerns to further our business objectives and the interests of our stockholders. The Board believes that it is in our best interests and the best interests of our stockholders to eliminate the administrative, financial and additional accounting burdens associated with periodic reporting to the SEC by consummating the Reverse/Forward Split at this time rather than continue to subject the Company to these burdens.

Strategic Alternatives Considered

While considering the merits of the Reverse/Forward Split, the Board evaluated a number of strategic alternatives. In evaluating the risks and benefits of each strategic alternative, the Board determined that the Reverse/Forward Split would be the simplest and most cost-effective approach to achieve the purposes described above. The Board considered the following alternatives:

Fairness of the Reverse/Forward Split to Stockholders

The Company is required, under Item 1014(a) of Regulation M-A (17 C.F.R. §229.1014), to determine whether it reasonably believes that a going private transaction, such as the Reverse/Forward Split, is fair or unfair to its unaffiliated stockholders. The Board, on behalf of the Company, has itself made that determination and, for the reasons set forth below, has reached a decision that the Reverse/Forward Split is fair to the unaffiliated stockholders.

The Board did not obtain a report, opinion, or appraisal from an appraiser or financial advisor with respect to the consideration to be paid to holders of record of less than one share as a result of the Reverse Split. In addition, no representative or advisor was retained on behalf of the unaffiliated stockholders to review or negotiate the transactions. Further, the result of the Reverse/Forward Split is anticipated to affect less than 25,000 shares, or less than 1%, of the Common Stock of the Company for a total cost to the Company of approximately $7,750, which will be paid out of the Company’s available cash reserves.

No director who is not an employee of the Company has retained an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Reverse/Forward Split and/or preparing a report concerning the fairness of the transaction.

Each Director on the Board approved the Reverse/Forward Split. The Board, which has unanimously approved the Reverse/Forward Split, concluded that the expense of these procedures was not reasonable in relation to the size of the transaction contemplated and concluded that the Board could adequately establish the fairness of the Reverse/Forward Split without such outside persons.

The Board did not create a Special Committee of the Board to approve the Reverse/Forward Split. Creating a Special Committee by hiring new directors and retaining independent counsel for such a committee would significantly increase the cost of the Reverse/Forward Split.

The Board determined that the Reverse/Forward Split, including the proposed cash payment of $0.31 per pre-split share, which represents a 100% premium to the 30-day average closing price prior to the Record Date to stockholders whose shares will be cashed out, is substantively and procedurally fair, in form and from a financial point of view, to all of our unaffiliated stockholders, including those whose shares will be cashed out and those who continue to be stockholders of the Company.

The Board determined that certain additional factors supported the fairness of the Reverse/Forward Split to those unaffiliated stockholders whose shares will be cashed out, including the fact that they will not pay the brokerage commissions they would have paid if they attempted to sell their shares in the open market.

Furthermore, the Board considered that, with extremely limited liquidity in the public market for our Common Stock, only a small portion of our stockholders would have been able to attain the historical closing prices before the stock price decreased measurably. The proposed transaction price of $0.31 per pre-split share does not include any discount for the lack of liquidity of our Common Stock or for the minority status of the shares of our Common Stock owned by unaffiliated stockholders.

For the thirty trading days prior to the Record Date, the average daily trading volume has been 14,742, shares, with an average closing price of $0.155. The cash payment of $0.31 per pre-split share to stockholders whose shares will be cashed out represents a premium of 100% over the average closing price from September 1, 2017 through October 13, 2017, inclusive.

With respect to the fairness of the Reverse/Forward Split to the stockholders whose stock would not be cashed out in the Reverse/Forward Split, the Board also relied on the fact that the amount being paid to stockholders whose stock would be cashed out was fair. In addition, the Board noted that voting control of approximately 11,723,650 of the shares held by stockholders who would remain stockholders after the Reverse/Forward Split was held by members of the Board so that the interests of such stockholders would remain aligned with the interests of the Board.

The Board determined that current and historical market prices of its Common Stock were the best measures of the fairness of the cash out price for holders of record of less than one share as a result of the Reverse Split to unaffiliated stockholders, because recent and historical prices provide valuable insight into how the market has historically valued our Common Stock. The Board also reviewed stockholders’ equity, which at September 24, 2017 was $10,010,967 million under generally accepted accounting principles (“GAAP”), and net book value, which as of September 24, 2017 was $562,604, under GAAP, as alternative measures of the cash out price per pre-split share for holders of record of less than one share as a result of the Reverse Split. The cash payment of $0.31 per pre-split share to stockholders whose shares will be cashed out represents a premium of 15.5 times net book value as of September 24, 2017. It also discussed liquidation value as another measure by comparing stockholders’ equity of approximately $10,000,000 at September 24, 2017. However, the Board did not ultimately explicitly establish or consider liquidation value as a factor in determining the fairness of the transaction since the Company has no present intent to liquidate and only a small fraction of existing stockholders will be eliminated as equity holders as a result of the Reverse/Forward Split. Accordingly, the Board did not consider or establish, explicitly or otherwise, the going concern value of the Company in connection with determining the fairness of the Reverse/Forward Split, because only a small number of stockholders will be cashed out in the Reverse/Forward Split. The Company has not engaged in any stock repurchases.

The Reverse/Forward Split is not expected to affect in and of itself our current business plan or operations, except for the anticipated cost and management time savings associated with termination of our obligations to file periodic reports under the Exchange Act with the SEC. Once we deregister our Common Stock under the Exchange Act, we will not be required to provide our stockholders with periodic, annual, quarterly or other reports regarding the Company, although we intend to provide certain information to our stockholders on an annual basis. However, we do not intend to make available to stockholders any financial or other information about us that is not required by law. We do not intend, but may in our discretion elect, to distribute press releases for material and other events. We will continue to hold meetings as required under Nevada law, including annual meetings, or to take actions by written consent of stockholders in lieu of meetings.

We estimate that we will pay approximately $7,750 to cash out holders of record of less than one share as a result of the Reverse Split. In addition, we anticipate incurring approximately $30,000 in advisory, legal, financial, accounting and other fees and costs in connection with the Reverse/Forward Split. The Company has sufficient cash on hand to cover the cost of cashing out holders of record of less than one share as a result of the Reverse Split and the related fees and costs of implementing the Reverse/Forward Split and this Information Statement. The Company will not be using borrowed funds to finance the cost of the Reverse/Forward Split, there are no conditions relating to the use of the cash to cover the cost of the Reverse/Forward Split, and there are no alternative financing arrangements or alternative financing plans in place to cover the ultimate cost of the Reverse/Forward Split. The estimated costs consist of the following, although actual costs may vary.

On October 13, 2017, at the close of the trading day, which was prior to the Record Date, our Common Stock’s closing price per share was $0.15 on trading volume of 2,462 shares. Previous to this date, our average closing price for the 30 trading days prior to October 13, 2017 was approximately $.15 per share on an unweighted basis.

Procedural Fairness of the Reverse/Forward Split

As stated above, the Company is required, under Item 1014(a) of Regulation M-A (17 C.F.R.§229.1014), to determine whether it reasonably believes that a going private transaction, such as the Reverse/Forward Split, is fair or unfair to its unaffiliated stockholders. The Board, on behalf of the Company, has itself made that determination and, for the reasons set forth below, has reached a decision that the Reverse/Forward Split is also procedurally fair to all unaffiliated stockholders, including both stockholders who will receive cash payments in connection with the Reverse/Forward Split and will not be continuing stockholders of the Company and stockholders who will retain an equity interest in the Company. In reaching this conclusion, the Board noted that the potential ability of unaffiliated stockholders of record to decide whether or not to remain stockholders following the Reverse/Forward Split by attempting to buy or sell shares of Common Stock in the open market, if permissible at prices acceptable to such stockholders, afforded protection to those stockholders who would not be continuing stockholders of the Company. Specifically, the Board noted that current holders of record of fewer than 400 shares may be able to remain stockholders of the Company by acquiring additional shares, if available at prices they are willing to pay, so that they own at least 400 shares immediately before the Reverse/Forward Split. Conversely, stockholders of record that own 400 or more shares and desire to liquidate their shares in connection with the Reverse/Forward Split may be able to sell or otherwise reduce their holdings to less than 400 shares prior to the Reverse/Forward Split. It should be noted that, because there has historically been very limited trading in the Company’s Common Stock, stockholders seeking to either increase or decrease their holdings prior to the Reverse/Forward Split may not be able to do so at all or at a price they are willing to pay or accept.

In addition, the Board noted that voting control of approximately 99% of the shares will be held by stockholders who will remain stockholders after the Reverse/Forward Split. Therefore, there would be no change in control as a result of the reverse/forward split, and the interests of remaining stockholders would not be substantially diminished. Further, the result of the Reverse/Forward Split is anticipated to affect less than 25,000 shares, or less than 1%, of the Common Stock of the Company.

In light of the Board’s determination that the interests of unaffiliated stockholders were protected by (i) the representation of stockholders who will remain stockholders after the Reverse/Forward Split on the Board, and (ii) the ability of unaffiliated stockholders to decide whether or not to remain stockholders following the Reverse/Forward Split by buying or selling shares of Common Stock in the open market, the Board did not create a Special Committee or retain independent counsel.

The Board determined not to condition the approval of the Reverse/Forward Split on approval by a majority of unaffiliated stockholders for several reasons. First, the Board believes that any such vote would not provide additional protection to those unaffiliated stockholders who will be cashed out because the majority of the shares held by unaffiliated stockholders are held by stockholders who would not be cashed out and who may therefore have different interests from the unaffiliated stockholders who would be cashed out in the Reverse/Forward Split. The Reverse/Forward Split is also a matter that could not be voted on by brokers without instruction from the beneficial owners of the shares so even shares beneficially owned by holders of small numbers of shares held in brokerage accounts might be unlikely to be voted.

The Board did not retain an unaffiliated representative to act solely on behalf of the unaffiliated stockholders due to the fact that it would not affect the outcome of the Actions, because a majority vote of the unaffiliated stockholders is not required under Nevada law.

The Board did not grant unaffiliated stockholders access to our corporate files, except as provided under Nevada law. The Board determined that this Information Statement, together with our other filings with the SEC, provides adequate information for unaffiliated stockholders.

The Board determined that the process leading up to the approval of the Reverse/Forward Split was procedurally fair to the stockholders, because of the structural fairness of the Reverse/Forward Split and the procedural protections available to stockholders.

Federal Income Tax Consequences of the Reverse/Forward Split

We have summarized below what we believe to be certain federal income tax consequences to the Company and its stockholders resulting from the Reverse/Forward Split. This summary is based on United States federal income tax law, existing as of the date of this Information Statement. Such tax laws may change, even retroactively. This summary does not discuss all aspects of federal income taxation that may be important to you in light of your individual circumstances. In addition, this summary does not discuss any state, local, foreign, or other tax considerations. This summary assumes that you are a United States citizen and have held, and will hold, your shares as capital assets under the Internal Revenue Code (the “Code”). You should consult your tax advisor as to the particular federal, state, local, foreign, and other tax consequences, in light of your specific circumstances.

We believe that the Reverse/Forward Split will be treated as a tax-free “recapitalization” for federal income tax purposes. We will not apply for any ruling from the Internal Revenue Service, nor will we receive an opinion of counsel with respect to the tax consequences of the Reverse Split.

We believe that any stockholders who continue to hold Common Stock immediately after the Reverse/Forward Split, and who receive no cash as a result of the Reverse Split, should not recognize any gain or loss or dividend income as a result of the Reverse/Forward Split and will have the same adjusted tax basis and holding period in their Common Stock as they had in such stock immediately prior to the Reverse/Forward Split.

We believe that a stockholder who receives cash in the Reverse/Forward Split (i.e., a stockholder of record who holds less than one share as a result of the Reverse Split) will be treated as having such shares redeemed in a taxable transaction governed by Section 302 of the Code and, depending on a stockholder’s situation, the transaction will be taxed as either: (a) a sale or exchange of the redeemed shares, in which case the stockholder will recognize gain or loss equal to the difference between the cash payment and the stockholder’s tax basis for the redeemed shares; or (b) a cash distribution which is treated: (i) first, as a taxable dividend to the extent of allocable earnings and profits, if any; (ii) second, as a tax-free return of capital to the extent of the stockholder’s tax basis in the redeemed shares; and (iii) finally, as gain from the sale or exchange of the redeemed shares. Amounts treated as gain or loss from the sale or exchange of redeemed shares will be capital gain or loss. Amounts treated as a taxable dividend are ordinary income to the recipient; however, a corporate taxpayer (other than an S corporation) may be allowed a dividend received deduction subject to applicable limitations and other special rules.

The foregoing discussion summarizing certain federal income tax consequences does not refer to the particular facts and circumstances of any specific stockholder. Stockholders are urged to consult their own tax advisors for more specific and definitive advice as to the federal income tax consequences to them of the Reverse/Forward Split, as well as advice as to the application and effect of state, local and foreign income and other tax laws.

Termination of Exchange Act Registration

Our Common Stock is currently registered under the Exchange Act and bought and sold on the OTCQB Market. We are permitted to terminate such registration if there are fewer than 300 record holders of outstanding shares of our Common Stock. As of October 1, 2017, we had approximately 400 record holders of our Common Stock. Upon the effectiveness of the Reverse/Forward Split, we expect to have approximately 230 record holders of our Common Stock. We intend to terminate the registration of our Common Stock under the Exchange Act promptly after the Effective Date.

Termination of registration under the Exchange Act will substantially reduce the information which we will be required to furnish to our stockholders under the Exchange Act. After deregistration of our shares, our stockholders will have access to our corporate books and records to the extent provided by the Nevada General Corporation Law, and to any additional disclosures required by our directors’ and officers’ fiduciary duties to the Company and our stockholders.

We estimate that termination of registration of our Common Stock under the Exchange Act will save us an estimated $300,000 per year in legal, accounting, auditing, printing and other expenses, and will also enable our management to devote more time to our operations. By reducing the Company’s number of stockholders of record to less than 300 and deregistering our Common Stock under the Exchange Act as intended, based on historical expenses, the Company expects to save (i) approximately $200,000 per year in professional fees and expenses for the preparation and filing of reports required by the Exchange Act and (ii) approximately $100,000 per year in other costs related to being a public reporting entity, such as Edgarization and XBRL costs, printing and mailing costs, expenses for compliance with the internal control and procedure requirements associated with Sarbanes-Oxley, the Dodd-Frank Act and regulatory compliance issues applicable to public entities, other than internal personnel expenses. The termination of the Company’s public reporting obligations will also alleviate a significant amount of time and effort previously required of the Company’s employees in preparing and reviewing the periodic reports and filings required of public entities under the Exchange Act and the pressure and expense of hiring staff to satisfy the regulatory and accounting reporting requirements of the Exchange Act. The Company will also have no further requirement to engage an independent auditor to complete quarterly revenue or an annual audit.

EFFECT OF THE REVERSE/FORWARD SPLIT
ON THE NUMBER OF AUTHORIZED AND ISSUED SHARES

As of September 24, 2017, the Company had a total of 27,297,727 of its 100,000,000 authorized shares of Common Stock issued and outstanding. The total number of authorized shares of Common Stock will not change as a result of the Reverse/Forward Split. The table below illustrates the estimated effect on the number of authorized shares available for issuance as a result of the Reverse/Forward Split. Significantly, the result of the Reverse/Forward Split is anticipated to affect approximately 25,000 shares, or less than 1%, of the Common Stock of the Company.

The shares acquired in the Reverse/Forward Split will be retired and returned to the status of authorized but unissued shares of Company Common Stock.

CERTAIN INFORMATION CONCERNING THE COMPANY

Bagger Dave’s Burger Tavern’s administrative and executive offices are located at 807 W. Front Street, Suite B, Traverse City, Michigan 49684, and its telephone number is (231) 486-0527.

As of September 24, 2017 the Company had 27,297,727 shares of its $.0001 par value common stock issued and outstanding.

TRADING MARKET AND PRICE

Our Common Stock is currently bought and sold on the OTCQB Market. The following is a schedule of the reported high and low closing prices per share for our Common Stock during the period from March 26, 2017 through September 24, 2017 (the past two quarters), all of which quotations represent prices between dealers, do not include retail mark-up, mark-down or commission and may not necessarily represent actual transactions:

DIVIDENDS PAID BY THE COMPANY

The Company has not paid cash dividends on its common stock, and due to operating losses, does not expect to pay a cash dividend in the future.

STOCK PURCHASES BY THE COMPANY

The Company has not purchased shares of its Common Stock on the open market.

AMENDMENT TO THE ARTICLES OF INCORPORATION

The Reverse/Forward Stock Split Amendment will amend the Company’s Articles of Incorporation to add two new paragraphs. At the effective date, without further action on the part of the Company or the holders, each share of the common stock will be converted into one four-hundredth (1/400 ^th ) of a share of common stock and then the forward stock split will be implemented and that will give all the shareholders holding one whole share or more, 400 shares of Common Stock for a every whole share or fraction thereof. The Reverse/Forward Split Amendment will be filed with the Secretary of State of Nevada and will become effective on the date of filing.

NO DISSENTER’S RIGHTS

Under Nevada law, you are not entitled to dissenter’s rights or rights of appraisal with respect to the amendment of the articles of incorporation or the reverse/forward stock split.

RECOMMENDATION OF THE BOARD OF DIRECTORS

For the above reasons, the reverse/forward stock split and the deregistration of our common stock under the 34 Act was approved by the unanimous vote of our Board of Directors, including a majority of Directors who are not employees of the Company, all of whom believe that the transaction is in the Company’s best interest and in the best interests of our shareholders. There can be no guarantee, however, that the market price of our common stock after the reverse/forward stock split will be equal to the market price before the reverse stock, or that the market price following the reverse/forward stock split will either exceed or remain in excess of the current market price.

POTENTIAL REINSTATEMENT OF REPORTING OBLIGATIONS

The intended effect of the Reverse/Forward Split is to reduce the number of record holders of our Common Stock to fewer than 300. This will make us eligible to terminate the registration of our Common Stock under Rule 12g-4 and Section 12(g) of the Exchange Act. We expect to reduce the number of our record holders to approximately 230 as a result of the Reverse/Forward Split. However, if the Reverse/Forward Split does not have the intended effect, or if the number of record holders of our Common Stock rises to either 500 or more persons who are not accredited investors or 2,000 persons after the consummation of the Reverse/Forward Split for any reason (in each case, provided the Company has total assets exceeding $10 million), we may once again be subject to the periodic reporting obligations under the Exchange Act and the SEC’s proxy rules, which would negate much, if not all, of the savings intended to be accomplished through the Reverse/Forward Split.