UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 9, 2021
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38250 | 82-1302696 | ||
| (State or Other Jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
|
9720 Wilshire Blvd., Suite 500 Beverly Hills, CA |
90212 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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):
| [ ] | 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]
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 9, 2021, FAT Brands Inc. (the “Company”) filed with the Secretary of State of the State of Delaware: (i) a Certificate of Elimination, eliminating from the Company’s Certificate of Incorporation the 200,000 shares designated as Series A-1 Fixed Rate Cumulative Preferred Stock; and (ii) a Certificate of Increase increasing the Company’s authorized shares of Series B Cumulative Preferred Stock from 1,250,000 shares to 4,900,000 shares.
A copy of the Certificate of Elimination and Certificate of Increase are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: June 14, 2021
| FAT Brands Inc. | ||
| By: | /s/ Andrew A. Wiederhorn | |
| Andrew A. Wiederhorn | ||
| Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF SERIES A-1 FIXED RATE CUMULATIVE PREFERRED STOCK
OF FAT BRANDS INC.
(Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware)
FAT Brands Inc., a Delaware corporation (the “Corporation”), certifies as follows:
1. The Amended and Restated Certificate of Incorporation, as amended, of the Corporation (the “Certificate of Incorporation”) authorizes the issuance of 5,000,000 shares of preferred stock, par value $0.0001 per share, of which the Corporation designated 200,000 shares as Series A-1 Fixed Rate Cumulative Preferred Stock (the “Existing Series A-1 Preferred Stock”).
2. Pursuant to the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), the Board of Directors of the Corporation adopted the following resolutions:
RESOLVED: That no shares of the Existing Series A-1 Preferred Stock are outstanding.
RESOLVED FURTHER: That all matters set forth in the Certificate of Incorporation with respect to the Existing Series A-1 Preferred Stock are eliminated from the Certificate of Incorporation.
RESOLVED FURTHER: That the Chief Executive Officer, Chief Financial Officer or Secretary of the Corporation are, and each of them hereby is, authorized and directed to prepare and file a Certificate of Elimination (the “Certificate of Elimination”) in accordance with the foregoing resolutions and the provisions of the DGCL, and to take such other actions as they may deem necessary or appropriate to carry out the intent and purpose of the foregoing resolutions.
RESOLVED FURTHER: That the foregoing persons are, and each of them hereby is, authorized and directed, for and in the name of and on behalf of the Corporation, to execute and file the Certificate of Elimination with the Secretary of State of the State of Delaware, whereupon all matters with respect to the Existing Series A-1 Preferred Stock shall be eliminated from the Certificate of Incorporation and the shares of the Existing Series A-1 Preferred Stock shall resume the status of authorized and unissued shares of preferred stock of the Corporation.
3. Pursuant to the provisions of Section 151(g) of the DGCL, all references to the Existing Series A-1 Preferred Stock in the Certificate of Incorporation are hereby eliminated, and the shares that were designated as Series A-1 Fixed Rate Cumulative Preferred Stock are hereby returned to the status of authorized but unissued shares of preferred stock of the Corporation.
| 1 |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Elimination to be signed on its behalf by its duly authorized officer on this 9th day of June, 2021.
| FAT Brands Inc. | ||
| By: | /s/ Andrew A. Wiederhorn | |
| Name: | Andrew Wiederhorn | |
| Title: | Chief Executive Officer | |
| 2 |
Exhibit3.2
CERTIFICATE OF INCREASE
OF
SERIES B CUMULATIVE PREFERRED STOCK
OF
FAT BRANDS INC.
(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)
FAT Brands Inc., a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (“DGCL”), does hereby certify that:
FIRST: In an Amended and Restated Certificate of Designation of Rights and Preferences of Series B Cumulative Preferred Stock, filed with the Secretary of State of the State Delaware on July 15, 2020 (the “Certificate of Designation”), the Corporation was authorized to issue 850,000 shares of Series B Cumulative Preferred Stock as a series of the Corporation’s preferred stock, par value $0.0001 per share (the “Series B Preferred Stock”).
SECOND: In a Certificate of Increase of Series B Cumulative Preferred Stock filed with the Secretary of State of the State Delaware on December 22, 2020, the Corporation increased its authorized shares of Series B Preferred Stock from 850,000 shares to 1,250,000 shares.
THIRD: Pursuant to the authority conferred upon the Board of Directors of the Corporation by the Amended and Restated Certificate of Incorporation, as amended, of the Corporation (the “Certificate of Incorporation”), the Board of Directors has adopted the following resolutions increasing the number of shares designated as Series B Cumulative Preferred Stock of the Corporation:
RESOLVED, pursuant to authority expressly granted and vested in the Board of Directors under the Certificate of Incorporation and the DGCL, the total number of authorized shares of Preferred Stock that are designated as Series B Cumulative Preferred Stock pursuant to the Certificate of Designation is hereby increased from 1,250,000 shares to 4,900,000 shares; and
RESOLVED FURTHER, that the powers, designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions of the Series B Preferred Stock in the Certificate of Designation shall remain unchanged as set forth in the Certificate of Designation, subject to the aforementioned increase in the authorized number of shares of Series B Preferred Stock to 4,900,000 shares.
| 1 |
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Increase to be executed by its duly authorized officer on this 9th day of June, 2021.
| FAT BRANDS INC. | ||
| By: | /s/ Andrew A. Wiederhorn | |
| Andrew A. Wiederhorn | ||
| President and Chief Executive Officer | ||
| 2 |