UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 4, 2019
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
| | | | |
Delaware | | 001‑37379 | | 14‑1961545 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification No.) |
1624 Market Street, Suite 311
Denver, Colorado 80202
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (646) 624‑2400
N/A
(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 communication 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 communication pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) |
| |
☐ | Pre-commencement communication pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c)) |
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. ☐
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 | STKS | Nasdaq |
Explanatory Note
This filing corrects two typographical errors in the Credit Agreement and Guaranty entered into on October 4, 2019 between The ONE Group Hospitality, Inc. (the “Company”), The ONE Group, LLC, a wholly owned subsidiary of the Company, certain other operating subsidiaries of the Company, and Goldman Sachs Bank USA (the “Credit Agreement”). The corrections are as follows: (1) in Section 6.8(b) of the Credit Agreement, regarding the maximum consolidated leverage ratio, the final row in the table is corrected to read “March 31, 2021 2022 and on the last day of any Fiscal Quarter ending thereafter” and (2) Section 6.8(c) of the Credit Agreement, regarding maximum consolidated capital expenditures, is corrected to clarify that the $2 million maximum consolidated capital expenditure applies to the fiscal quarter ended December 31, 2019 and not to the fiscal year ended December 31, 2019. The corrected Credit Agreement is filed as Exhibit 10.1.
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 hereunto duly authorized.
| | |
Dated: October 8, 2019 | THE ONE GROUP HOSPITALITY, INC. |
| | |
| By: | /s/ Tyler Loy |
| Name: | Tyler Loy |
| Title: | Chief Financial Officer |
