Current Report Filing (8-k)
May 21 2021 - 5:13PM
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): May 21, 2021
FAT
Brands Inc.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
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001-38250
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82-1302696
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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9720
Wilshire Blvd., Suite 500
Beverly
Hills, CA
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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) 319-1850
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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.0001 per
share
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FAT
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The
Nasdaq Stock Market LLC
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Series
B Cumulative Preferred Stock, par value $0.0001 per share
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FATBP
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The
Nasdaq Stock Market LLC
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Warrants
to purchase Common Stock
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FATBW
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The
Nasdaq Stock Market LLC
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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
7.01 Regulation FD Disclosure.
Executives
of the Company will participate in the Noble Capital Markets Virtual Road Show Series on May 25, 2021 using the materials (“Investor
Presentation”) provided in Exhibit 99.1 of this Current Report on Form 8-K and incorporated herein by reference. The Investor Presentation
will also be available under the “Invest” tab in the “Events & Presentations” section of the Company’s
website located at www.fatbrands.com.
The
information referenced under Item 7.01 (including Exhibit 99.1 referenced in Item 9.01 below) of this Current Report on Form 8-K is being
“furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed”
for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that Section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced in
Item 9.01 below) shall not be incorporated by reference into any registration statement, offering circular, report or other document
filed by the Company pursuant to the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly
set forth by specific reference in such filing.
The
Investor Presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements relating to the future financial and operating results of the Company, our ability to source and conduct future
accretive acquisitions, our ability to execute and integrate high-growth and synergistic acquisitions, and our ability to sustain the
ongoing recovery in system-wide sales from the COVID-19 pandemic. Forward-looking statements generally use words such as “expect,”
“foresee,” “anticipate,” “believe,” “project,” “should,” “estimate,”
“will,” “plans,” “forecast,” and similar expressions, and reflect our expectations concerning the
future. It is possible that our future performance may differ materially from current expectations expressed in these forward-looking
statements. Forward-looking statements are subject to significant business, economic and competitive risks, uncertainties and contingencies
including, but not limited to, uncertainties surrounding the severity, duration and effects of the COVID-19 pandemic, many of which are
difficult to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or
implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange
Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that
could cause our actual results to differ materially from our current expectations and from the forward-looking statements contained in
the Investor Presentation. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring
after the date of the Investor Presentation.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
Date:
May 21, 2021
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FAT
Brands Inc.
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By:
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/s/ Kenneth J. Kuick
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Kenneth
J. Kuick
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Chief Financial
Officer
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