Amended Current Report Filing (8-k/a)
05 Outubro 2021 - 4:13PM
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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): July 22, 2021
FAT
Brands Inc.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
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|
001-38250
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82-1302696
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
|
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(IRS
Employer
Identification
No.)
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9720
Wilshire Blvd., Suite 500
Beverly
Hills, CA
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90212
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(Address of Principal
Executive Offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class A Common Stock
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FAT
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The Nasdaq Stock Market
LLC
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Class
B Common Stock
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FATBB
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The
Nasdaq Stock Market LLC
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Series B Cumulative Preferred
Stock
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FATBP
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The Nasdaq Stock Market
LLC
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Warrants to purchase
Common Stock
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FATBW
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The Nasdaq Stock Market
LLC
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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 ☒
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.
Explanatory
Note
This
Current Report on Form 8-K/A amends the Current Report on Form 8-K previously filed by Fat Brands, Inc. (the “Company”) on
July 26, 2021. This Current Report on Form 8-K/A includes the financial statements that had been omitted from the previously filed Current
Report on Form 8-K as permitted by Item 9.01(a) and (b) of Form 8-K.
On
July 22, 2021, FAT Brands Inc. (the “Company”) acquired GFG Holding Inc. (“GFG”)
from LS Global Franchise L.P. GFG and its subsidiaries, franchise and operate a portfolio of five quick service restaurant concepts –
Round Table Pizza, Great American Cookies, Hot Dog on a Stick, Marble Slab Creamery and Pretzelmaker. GFG also owns and operates a manufacturing
and production facility which supplies franchisees with cookie dough, pretzel dry mix and other ancillary products.
The
Company is filing this Current Report on Form 8-K/A to provide certain financial statements of GFG and unaudited pro forma financial
information of GFG and the Company required by Item 9.01 of Form 8-K.
Item 9.01
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Financial Statements and Exhibits.
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(a)
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Financial Statements of Business
Acquired
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The
audited consolidated financial statements of GFG and its subsidiaries as of and for the fiscal years ended December 31, 2020 and 2019,
including the notes to such consolidated financial statements and the report of BDO LLP, are filed with this Current Report on Form 8-K/A
as Exhibit 99.1 and are incorporated by reference herein.
The
unaudited interim consolidated condensed financial statements of GFG and its subsidiaries as of and for the six months ended June 30,
2021 and 2020, including the notes to such consolidated financial statements, are filed with this Current Report on Form 8-K/A as Exhibit
99.2 and are incorporated by reference herein.
(b)
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Pro forma Financial Information
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The
unaudited pro forma combined financial information included with this Current Report on Form 8-K/A as Exhibit 99.3 give effect to the
acquisition of GFG and its subsidiaries and the related debt and equity financings (collectively, the “Transactions”),
including the pro forma adjustments intended to illustrate the estimated effects of the Transactions.
The
unaudited pro forma condensed combined statements of operations for the fiscal year ended December 27, 2020 combine the
historical consolidated statements of operations for the fiscal year ended December 27, 2020 of the Company and the pre-acquisition historical
consolidated statements of operations of GFG for the year ended December 31, 2020, giving effect to the Transactions as if they had occurred
on December 30, 2019, the beginning of the period presented.
The
unaudited pro forma condensed combined statements of operations for the twenty-six weeks ended June 27, 2021 combine the historical
consolidated statements of operations for the twenty-six weeks ended June 27, 2021 of the Company and the pre-acquisition historical
consolidated statements of operations of GFG for the six months ended June 30, 2021, giving effect to the Transactions as if they had
occurred on December 30, 2019.
The
unaudited pro forma combined balance sheet as of June 27, 2021 combines the historical consolidated balance sheet of the Company as of
June 27, 2021 and the historical consolidated pre-acquisition balance sheet of GFG as of June 30, 2021, giving effect to the Transactions
as if they had occurred on June 27, 2021.
The
unaudited pro forma combined financial statements are based on various adjustments and assumptions and are not necessarily indicative
of what the Company’s consolidated statements of operations or consolidated balance sheet would have been had the Transactions
been completed as of the dates indicated or will be for any future periods. The unaudited pro forma combined financial statements do
not purport to project the future financial position or operating results of the Company following the completion of the Transactions.
(d)
Exhibits
The
following exhibits are 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 thereunto duly authorized.
Date:
October 5, 2021
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FAT Brands Inc.
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By:
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/s/ Kenneth
J. Kuick
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Kenneth J. Kuick
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Chief Financial Officer
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