Current Report Filing (8-k)
July 03 2018 - 4:46PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 27, 2018
FAT
Brands Inc.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
|
|
001-38250
|
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08-2130269
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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9720
Wilshire Blvd., Suite 500
Beverly
Hills, CA
|
|
90212
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
Telephone Number, Including Area Code: (310) 402-0600
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instructions A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company
[X]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]
Item
1.01. Entry into a Material Definitive Agreement.
On
June 27, 2018, FAT Brands Inc. (the “
Company
”) entered into a Note Exchange Agreement under which it agreed
with Fog Cutter Capital Group, Inc. (the “
Holder
”) to exchange the remaining balance of the Company’s
outstanding Promissory Note issued to the Holder on October 20, 2017, in the original principal amount of $30,000,000 (the “
Note
”).
The Note has an estimated outstanding balance of principal plus accrued interest of $9,844,411 (the “
Note Balance
”).
The
Holder agreed to cancel the Note as of June 27, 2018, and the Note Balance will be exchanged for shares of capital stock of the
Company in the following amounts (the “
Exchange Shares
”):
|
●
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$2,000,000
of the Note Balance will be exchanged for 20,000 shares of Series A Fixed Rate Cumulative Preferred Stock of the Company at
$100 per share; and
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|
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●
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The
remaining Note Balance of $7,844,411 will be exchanged for 1,067,266 shares of Common Stock of the Company, representing an
exchange price of $7.35 per share, which was the closing trading price of the Common Stock on June 26, 2018. Such number
of shares will be trued up based on the final Note balance as of June 27, 2018, once the Company releases its quarterly financial
statements for the quarter ending July 1, 2018.
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Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The transaction
described above was exempt from the registration requirements of the Securities Act of 1933, as amended (the “
Securities
Act
”) pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2)
of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable
state laws.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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FAT
Brands Inc.
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Date:
July 3, 2018
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By:
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/s/
Ron Roe
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Ron
Roe
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Chief
Financial Officer
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