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 8, 2018
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37379 | 14-1961545 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
411 W. 14th Street, 2ndFloor
New York, New York 10014
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (646) 624-2400
(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. below):
| ¨ | 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)) |
| ¨ | 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 2.02 Results of Operations and Financial Condition
On January 8, 2018, The ONE Group Hospitality, Inc. (the “Company”) issued a press release announcing its preliminary and unaudited sales results for its fiscal fourth quarter ended December 31, 2017. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
The Company will participate in the 20th Annual ICR Conference at the JW Marriott Grande Lakes Resort in Orlando, Florida. The presentation, available on the Company’s website, will address the following preliminary sales highlights:
| · | Same store sales for US venues for the full year increased 2.5%, following a fourth quarter increase of 6.0%; |
| · | Same store sales for European/International venues for the full year, calculated on a constant currency basis, increased 10.0%, following a fourth quarter increase of 15.5%; and |
| · | Sales by the Company of gift cards increased 175% for the fourth quarter compared to the fourth quarter of the prior fiscal year. |
Item 7.01 Regulation FD Disclosure
Attached hereto as Exhibit 99.2 and incorporated by reference herein is the investor presentation of the Company referenced above.
The information set forth under this “Item 7.01. Regulation FD Disclosure,” including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
| 99.1 | Press Release, dated January 8, 2018 |
| 99.2 | Investor Presentation of The ONE Group Hospitality, Inc., dated January 8, 2018. |
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.
| Dated: January 8, 2018 | THE ONE GROUP HOSPITALITY, INC. | |
| By: | /s/ Linda Siluk | |
| Name: | Linda Siluk | |
| Title: | Chief Financial Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated January 8, 2018 | |
| 99.2 | Investor Presentation of The ONE Group Hospitality, Inc., dated January 8, 2018. |