SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
October 1, 2012 (September 28, 2012)
Good Times Restaurants Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
601 Corporate Circle, Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 384-1400
(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 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))
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in a current report filed on June 19, 2012, Good Times Restaurants Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”), dated June 23, 2012, with Small Island Investments Limited, a Bermuda corporation (the “Investor”), pursuant to which the Company has agreed to sell and issue to the Investor 473,934 shares (the “Shares”) of a new series of the Company’s preferred stock, par value $0.001 per share, to be designated as “Series C Convertible Preferred Stock” (“Series C Preferred Stock”), at a purchase price of $4.22 per share, or an aggregate purchase price of $2,000,001.48. Pursuant to the Purchase Agreement, the closing of the Investment Transaction (the “Closing”) was subject to the receipt of stockholder approval of the Investment Transaction and the filing of a Certificate of Designations for the Series C Preferred Stock (the “Certificate of Designations”). As previously disclosed in a current report filed on September 20, 2012, stockholder approval was obtained at the Annual Meeting of Stockholders held September 14, 2012, and the Certificate of Designations was filed with the Nevada Secretary of State on September 17, 2012.
On September 28, 2012, the Company completed the sale and issuance of 355,451 shares of Series C Preferred Stock to the Investor, for an aggregate purchase price of $1,500,000 (the “First Closing”). In addition, on September 28, 2012, the Company entered into a Supplemental Agreement with the Investor (the “Supplemental Agreement”) which provides that the Investor will purchase the remaining Shares of Series C Preferred Stock under the Purchase Agreement in a second closing (the “Second Closing”) to occur on or before October 12, 2012. A copy of the Supplemental Agreement dated September 28, 2012 is attached hereto as Exhibit 10.1 and is hereby incorporated by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On September 28, 2012, the Company completed the sale and issuance of 355,451 shares of Series C Preferred Stock to the Investor, for an aggregate purchase price of $1,500,000. The shares sold to the Investor at the Initial Closing were not registered under the Securities Act or state securities laws, and may not be resold in the United States in the absence of an effective registration statement filed with the U.S. Securities and Exchange Commission (“SEC”) or an available exemption from federal and state registration requirements.
In the Purchase Agreement, the Investor represented to the Company that: (a) it is an accredited investor, as such term is defined Rule 501 of Regulation D promulgated under the Securities Act, (b) it acquired the Shares as principal for its own account for investment purposes and not with a view to or for distributing or reselling the Shares or any part thereof, and (c) it is knowledgeable, sophisticated and experienced in making, and qualified to make, decisions with respect to investments in securities representing an investment decision similar to that involved in the purchase of the Shares. The Company has relied on the exemption from the registration requirements of the Securities Act set forth in Section 4(2) thereof and the rules and regulations promulgated thereunder for the purposes of the Investment Transaction.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
|10.1||Supplemental Agreement dated September 28, 2012 between the Company and the Investor|
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.
|Date:||October 1, 2012||
/s/ Boyd E. Hoback
Boyd E. Hoback
President and Chief Executive Officer
With the respect to the June 13, 2012 Securities Purchase Agreement (the “ Agreement ”) between Good Times Restaurants Inc. (the “ Company ”) and Small Island Investments Limited (the “ Investor ”), the Company and the Investor hereby agree as follows:
1. The Closing (as defined in the Agreement) shall take place on this date as to 355,451 Shares (as defined in the Agreement) and as to the payment to the Company of $1,500,000 (the “ First Closing ”), with all conditions thereto in the Agreement deemed satisfied.
2. The Closing as to the remaining 118,483 Shares and as to the payment of an additional $500,000 to the Company shall take place on or before 5:00 pm Mountain Standard Time on October 12, 2012 (the “ Second Closing ”) and at the Second Closing the Investor shall be obligated to make such payment and the Company shall be obligated to issue such Shares, with all conditions thereto in the Agreement deemed satisfied.
3. If for any reason the Second Closing shall not occur, the First Closing shall remain in full force and effect irrespective of any provisions to the contrary set forth in the Agreement or in this Supplemental Agreement.
4. Except as set forth in this Supplemental Agreement, (a) the Agreement shall remain in full force and effect, and (b) neither the Company nor the Investor shall be deemed to have waived any rights or claims.
IN WITNESS WHEREOF, the parties hereby have caused this Supplemental Agreement to be duly executed by their respective authorized signatories.
Dated: September 28, 2012.
|GOOD TIMES RESTAURANTS INC.|
By: /s/ Boyd E. Hoback
|Name:||Boyd E. Hoback|
|Title:||President & CEO|
|SMALL ISLAND INVESTMENTS LIMITED|
By: /s/ David L. Dobbin
|Name:||David L. Dobbin|