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): November 1, 2019
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrant as specified in its charter)
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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
(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):
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☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ | Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12) |
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☐ | Pre-commencement communication pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b)) |
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☐ | Pre-commencement communication 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 | STKS | Nasdaq |
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 2.02 Results of Operations and Financial Conditions.
On November 7, 2019, The ONE Group Hospitality, Inc. (the “Company”) issued a press release announcing certain financial results for the third quarter ended September 30, 2019. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 1, 2019, the Compensation Committee (the “Committee”) and the Board of Directors (the “Board”) of the Company approved special transaction bonus payments to certain employees, including the Chief Executive Officer and the Chief Financial Officer, in connection with the successful completion of the purchase of Kona Grill, Inc. (“Kona Grill”) and the related credit financing with Goldman Sachs Bank USA. The Committee and Board determined to pay the special transaction bonuses after reviewing (a) the expected contribution of the Kona Grill to the Company’s consolidated financial results and the expected acceleration in the Company’s growth from the acquisition, (b) the Company’s existing targeted bonus structure, including the focus on EBITDA growth and other financial measures, (c) the efforts put forth by Company executives and other personnel to successfully complete the acquisition and refinancing in a short time frame while continuing to manage the Company’s core business, and (d) typical bonus amounts paid following acquisitions in comparable situations.
The value of the special transaction bonuses that will be paid to the Chief Executive Officer and Chief Financial Officer are as follows:
$250,000 Emanuel “Manny” Hilario, Chief Executive Officer
$50,000 Tyler Loy, Chief Financial Officer
Half of Mr. Hilario’s award will be paid in cash and half will be paid in stock (42,088 shares). The determination to pay a portion of Mr. Hilario’s in stock was made to further align his interests with those of stockholders generally, and to provide an incentive to him to continue to drive the Company’s success and raise the value of the Company’s stock. Mr. Loy’s bonus will be paid fully in cash.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being 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.
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Dated: November 7, 2019 | THE ONE GROUP HOSPITALITY, INC. |
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| By: | /s/ Tyler Loy |
| Name: | Tyler Loy |
| Title: | Chief Financial Officer |
