Form 8-K - Current report

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)
January 2, 2024


Good Times Restaurants Inc.
(Exact name of registrant as specified in its charter)

Nevada	000-18590	84-1133368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

651 Corporate Circle, Suite 200, Golden, CO 80401
(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (303) 384-1400

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 Instruction A.2.):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	GTIM	Nasdaq Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ 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. ☐

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 2, 2024, the Company announced it has appointed Ms. Keri August as the Company’s Senior Vice President of Finance and Accounting. In such role, Ms. August will oversee all finance and accounting responsibilities for the Company.

Ms. August, age 48, has over twenty-seven years of finance and accounting experience. From August 2023 through the date of her appointment, Ms. August was a consultant for the Company assisting with finance and accounting functions. From April 2022 to July 2023, she was a Vice President FAO (Finance and Accounting Outsourcing) at InfoSync Services, a professional services organization providing restaurant- and hospitality-industry finance and accounting outsourcing services; and from September 2011 to April 2022 held progressive accounting leadership roles at InfoSync Services. Prior to her service with Infosync Services, Ms. August served in a variety of individual and supervisory finance and accounting roles within the hospitality and manufacturing industries, and began her career as an auditor with EY after graduating from Missouri Southern State College.

In connection with Ms. August’s appointment, the Company’s Board of Directors approved a grant of 10,000 restricted stock units, which will cliff vest on the third anniversary of the date of grant, subject to Ms. August’s continuous employment with the Company. The grant is subject to the terms of the Company’s 2018 Omnibus Equity Incentive Plan.

There are no family relationships between Ms. August and any of the officers or directors of the Company.

There are no related party transactions with Ms. August that are reportable under Item 5.02 of Form 8-K and Item 404(a) of Regulation S-K.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Number	Description

99.1*	Press Release dated January 2, 2024

Exhibit 104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

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 hereunto duly authorized.

		GOOD TIMES RESTAURANTS INC.
Date: January 2, 2024	By:
		Ryan M. Zink
		President and Chief Executive Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

January 2, 2023

Nasdaq Capital Markets - GTIM

GOOD TIMES RESTAURANTS INC WELCOMES KERI AUGUST AS SENIOR VICE PRESIDENT OF FINANCE AND ACCOUNTING

(Golden, CO) January 2, 2024 – Good Times Restaurants Inc. (GTIM) (the “Company”), operator of Bad Daddy’s Burger Bar and Good Times Burgers & Frozen Custard, today announced that Ms. Keri August has been named Senior Vice President of Finance and Accounting.

Ms. August, age 48, joins the Company, having served as a consultant to the Company providing accounting leadership from August 2023 through the date of her appointment. Prior to that, Ms. August was employed by InfoSync Services, a restaurant-focused accounting outsourcing services firm where she was most recently a Vice President FAO, a position she held since April 2022, having held progressive leadership roles at InfoSync Services between September 2011 to April 2022. Previously, Ms. August served in a variety of individual and supervisory finance and accounting roles within the hospitality and manufacturing industries, having begun her career in public accounting with the professional services firm EY.

"I am delighted to officially welcome Keri to the Good Times Restaurants team," said Ryan Zink, President and Chief Executive Officer. “Keri has impressed me in her role as a consultant, in particular how quickly she has been able to understand the financial nuances of our business. Keri brings over twenty-seven years of strong finance and accounting leadership with a proven track record of managing financial capabilities in a variety of industries, but especially in the restaurant industry. She is a perfect fit for our team, both with respect to her skills and her alignment with our culture."

Keri stated, "I’ve enjoyed working with the Company as a consultant and was thrilled to receive an offer to join the team permanently. I am excited to be part of this successful growth story and lead the finance team in the creation of shareholder value. Joining the unique, and sometimes edgy, Good Times and Bad Daddy’s culture is a perfect fit with my personality, although I am passionate about my professional life, I also enjoy good food, live music, aviation and off-roading with family and friends."

Good Times Restaurants Inc. (Nasdaq: GTIM)

Good Times Restaurants Inc. owns, operates, and licenses 41 Bad Daddy’s Burger Bar restaurants through its wholly owned subsidiaries. Bad Daddy’s Burger Bar is a full-service “small box” restaurant concept featuring a chef-driven menu of gourmet signature burgers, chopped salads, appetizers and sandwiches with a full bar and a focus on a selection of craft beers in a high-energy atmosphere that appeals to a broad consumer base. Additionally, through its wholly owned subsidiaries, Good Times Restaurants Inc. owns, operates and franchises 31 Good Times Burgers & Frozen Custard restaurants primarily in Colorado. Good Times is a regional quick-service concept featuring 100% all-natural burgers and chicken sandwiches, signature wild fries, green chili breakfast burritos and fresh frozen custard desserts.

Forward Looking Statements

This press release contains forward looking statements within the meaning of federal securities laws. The words “intend,” “may,” “believe,” “will,” “should,” “anticipate,” “expect,” “seek”, “plan” and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, which may cause the Company’s actual results to differ materially from results expressed or implied by the forward-looking statements. Such risks and uncertainties include, among other things, the market price of the Company's stock prevailing from time to time, the nature of other investment opportunities presented to the Company, the disruption to our business from pandemics and other public health emergencies, the impact and duration of staffing constraints at our restaurants, the impact of supply chain constraints and the current inflationary environment, the uncertain nature of current restaurant development plans and the ability to implement those plans and integrate new restaurants, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, other general economic and operating conditions, risks associated with our share repurchase program, risks associated with the acquisition of additional restaurants, the adequacy of cash flows and the cost and availability of capital or credit facility borrowings to provide liquidity, changes in federal, state, or local laws and regulations affecting the operation of our restaurants, including minimum wage and tip credit regulations, and other matters discussed under the Risk Factors section of Good Times’ Annual Report on Form 10-K for the fiscal year ended September 26, 2023 filed with the SEC, and other filings with the SEC.

GOOD TIMES RESTAURANTS INC. CONTACTS:

Ryan M. Zink, President and Chief Executive Officer (303) 384-1432

Christi Pennington (303) 384-1440

Document And Entity Information	Jan. 02, 2024
Document Information [Line Items]
Entity, Registrant Name	Good Times Restaurants Inc.
Document, Type	8-K
Document, Period End Date	Jan. 02, 2024
Entity, Incorporation, State or Country Code	NV
Entity, File Number	000-18590
Entity, Tax Identification Number	84-1133368
Entity, Address, Address Line One	651 Corporate Circle, Suite 200
Entity, Address, City or Town	Golden
Entity, Address, State or Province	CO
Entity, Address, Postal Zip Code	80401
City Area Code	303
Local Phone Number	384-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GTIM
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000825324