UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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| Date of Report (Date of earliest event reported) |
| May 30, 2024 |
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| Good Times Restaurants Inc. |
| (Exact name of registrant as specified in its charter) |
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| Nevada | | 000-18590 | | 84-1133368 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 651 Corporate Circle, Suite 200, Golden, CO 80401 |
| (Address of principal executive offices including zip code) |
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| Registrant’s telephone number, including area code: (303) 384-1400 |
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| 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 (see General Instruction A.2.): ☐ 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)) |
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| 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, $0.001 par value | | GTIM | | Nasdaq Capital Market |
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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 (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 1.01. Entry Into a Material Definitive Agreement.
Credit Agreement Amendment
On May 30, 2024, the “Company” and each of its wholly owned subsidiaries, as guarantors, entered into a Second Amendment to Credit Agreement (the “Amendment”) with respect to the Company’s Amended and Restated Credit Agreement with Cadence Bank, N.A., as lender, entered into on April 20, 2023, the “Credit Agreement”).
The Amendment, among other things, amends the Credit Agreement to consent to the Company’s purchase of certain equity interests (“Repurchase”), to make Restricted Payments for the repurchase, and to exclude such payments from the calculation of a certain financial covenant.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.
In connection with the acquisition, the Company issued a press release on May 29, 2024, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 regarding the Amendment is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | | Description |
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| 10.1* | | |
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| 10.2 | | |
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| 10.3 | | |
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| Exhibit 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
*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.
| | | GOOD TIMES RESTAURANTS INC. |
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| Date: June 5, 2024 | By: | |
| | | Ryan M. Zink |
| | | President and Chief Executive Officer |
