SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2021
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction
9720 Wilshire Blvd., Suite 500
Beverly Hills, CA
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s Telephone Number, Including Area Code: (310) 319-1850
(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]
This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by FAT Brands Inc. (the “Company”) on May 19, 2021 to reflect the execution of a Separation Agreement with the Company’s former Chief Financial Officer as discussed below.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported, effective May 13, 2021, the Company appointed a new Chief Financial Officer who replaced Rebecca D. Hershinger in that role with the Company. On June 24, 2021, the Company entered into a Separation Agreement with Ms. Hershinger (the “Separation Agreement”), which provides for a general release of claims in favor of the Company and its affiliates, including its officers, directors and employees, and provides that Ms. Hershinger will receive her regular salary at the rate of $300,000 per year through a transition period ending on August 31, 2021. The Separation Agreement also provides for accelerated vesting of Ms. Hershinger’s outstanding stock options for 40,849 shares and extension of the expiration of such stock options until March 11, 2022, subject to re-execution of the Separation Agreement by Ms. Hershinger on or after August 31, 2021.
The foregoing description of the Separation Agreement is only a summary and is qualified in its entirety by the full text of such agreement, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
|99.1||Separation Agreement, by and between FAT Brands Inc. and Rebecca D. Hershinger|
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: June 30, 2021
|FAT Brands Inc.|
|By:||/s/ Kenneth J. Kuick|
|Kenneth J. Kuick|
|Chief Financial Officer|