UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2020
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | | 001-38250 | | 82-1302696 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
9720 Wilshire Blvd., Suite 500 Beverly Hills, CA | | 90212 |
| (Address of Principal Executive Offices) | | (Zip Code) |
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):
| [ ] | 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, par value $0.0001 per share | | FAT | | The Nasdaq Stock Market LLC |
| Series B Cumulative Preferred Stock, par value $0.0001 per share | | FATBP | | The Nasdaq Stock Market LLC |
| Warrants to purchase Common Stock | | FATBW | | The Nasdaq Stock Market LLC |
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]
EXPLANATORY NOTE
As previously reported under Items 1.01 and 2.01 of the Current Report on Form 8-K filed by FAT Brands Inc. (“FAT”) on September 25, 2020, FAT completed its acquisition of the Johnny Rockets branded restaurants and franchising business through the acquisition of Johnny Rockets Holding Co., a Delaware corporation, from Sundae Group Holdings I, LLC pursuant to a Stock Purchase Agreement (the “Purchase Agreement”) dated August 12, 2020. The Johnny Rockets branded restaurants and franchising business (“Johnny Rockets”) operates through The Johnny Rockets Group, Inc., a Delaware corporation and the wholly-owned subsidiary of Johnny Rockets Holding Co, and its subsidiaries. The results of Johnny Rockets have been included in FAT’s consolidated financial statements since the date of acquisition.
This Current Report on Form 8-K/A amends the original Form 8-K to provide the historical financial statements of Johnny Rockets required under Item 9.01(a) and the pro forma financial information required under Item 9.01(b).
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Johnny Rockets for the years ended December 29, 2019 and December 30, 2018 are included as Exhibit 99.1 to this Current Report on Form 8-K/A and are incorporated by reference herein.
The unaudited financial statements of Johnny Rockets for the interim twenty-six week period ended June 28, 2020 are included as Exhibit 99.2 to this Current Report on Form 8-K/A and are incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated financial statements of FAT and Johnny Rockets with respect to the year ended December 29, 2019 and the twenty-six weeks ended June 28, 2020 are included as Exhibit 99.3 to this Current Report on Form 8-K/A and are incorporated by reference herein.
(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: December 7, 2020
| | FAT Brands Inc. |
| | | |
| | By: | /s/ Andrew A. Wiederhorn |
| | | Andrew A. Wiederhorn |
| | | Chief Executive Officer |
