UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 28, 2022
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BurgerFi International, Inc.
(Exact name of registrant as specified in its charter)
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| 001-38417 | Delaware | 82-2418815 |
(Commission File Number) | (State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
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200 West Cypress Creek Rd., Suite 220 Fort Lauderdale, FL | 33309 |
| (Address of Principal Executive Offices) | (Zip Code) |
(954) 618-2000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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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:
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| ☐ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
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| ☐ | 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:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, par value $0.0001 per share | | BFI | | The Nasdaq Stock Market LLC |
| Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share | | BFIIW | | 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 (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 28, 2022, the Board of Directors of BurgerFi International, Inc., a Delaware corporation (the “Company”), approved the Company’s change to a 52–53-week fiscal year ending on the Monday nearest to December 31 of each year in order to improve the alignment of financial and business processes following the Company’s acquisition of Anthony’s Coal Fired Pizza & Wings. This change is effective immediately and will be reflected in the Company’s fiscal third quarter report ended October 3, 2022. The Company’s current fiscal year will end on January 2, 2023. In reliance on applicable SEC rules and regulations, the Company is not required to file a transition report covering the transition period from December 31, 2022 to January 2, 2023.
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: July 29, 2022
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| BURGERFI INTERNATIONAL, INC. | |
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| By: | /s/ Stefan Schnopp | |
| Stefan K. Schnopp | |
| Chief Legal Officer & Corporate Secretary | |
