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): March 30, 2022
FAT Brands Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-38250 | 82-1302696 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer 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 | ||
| Class A Common Stock | FAT | The Nasdaq Stock Market LLC | ||
| Class B Common Stock | FATBB | The Nasdaq Stock Market LLC | ||
| Series B Cumulative Preferred Stock | FATBP | The Nasdaq Stock Market LLC | ||
| Warrants to purchase Class A 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 ☐
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. ☐
| 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers. |
On March 30, 2022, FAT Brands Inc. (the “Company”) entered into a letter agreement with Kenneth J. Kuick, the Chief Financial Officer of the Company, providing Mr. Kuick with a retention bonus payment of $200,000 (the “Retention Bonus”) in recognition of his ongoing contributions to the Company. The Retention Bonus is repayable within thirty days if, prior to the time that the Company has duly filed both of its Annual Report on Form 10-K for the 2022 fiscal year and Quarterly Report on Form 10-Q for the first fiscal quarter of 2023, Mr. Kuick’s continuous employment with the Company ends for any reason, other than termination by the Company without cause. The Retention Bonus will also offset, on a dollar-for-dollar basis, any performance-based or discretionary bonus that Mr. Kuick may otherwise earn or be entitled to receive with respect to 2022.
The foregoing description of the letter agreement is a summary and qualified in its entirety by reference to the full copy, which is attached hereto as Exhibit 10.1 and incorporated by reference into this Item 5.02.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits.
| Exhibit
No. |
Description | |
| 10.1 | Letter Agreement, dated March 30, 2022, by and between FAT Brands Inc. and Kenneth J. Kuick | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: April 5, 2022
| FAT Brands Inc. | ||
| By: | /s/ Andrew Wiederhorn | |
| Andrew Wiederhorn | ||
| Chief Executive Officer | ||
Exhibit 10.1
FAT Brands Inc.
9720 Wilshire Blvd., Suite 500
Beverly Hills, CA 90212
Kenneth J. Kuick
3760 Longview Valley Road
Sherman Oaks, CA 91423
March 30, 2022
Dear Ken:
FAT Brands Inc. (the “Company”) is pleased to provide you with this retention incentive bonus agreement (this “Agreement”) to recognize your ongoing contributions to the Company.
We are offering you the bonus payment in the gross amount of $200,000 (the “Bonus”), subject to the terms and conditions in this Agreement. The Bonus shall be paid as soon as practicable following the date of this Agreement and will offset, on a dollar-for-dollar basis, any performance-based or discretionary bonus that you may otherwise earn or be entitled to receive with respect to 2022.
You will be required, to the extent permitted under applicable law, to repay the full amount of the Bonus within thirty (30) days if, prior to the time that the Company has duly filed both of its Annual Report on Form 10-K for the 2022 fiscal year and Quarterly Report on Form 10-Q for the first fiscal quarter of 2023, your continuous employment with the Company and its affiliates ends for any reason, other than termination by the Company without cause.
This Agreement does not confer upon you any right to continued employment or service with the Company or any affiliate, nor shall it interfere in any way with the right of the Company or any affiliate to terminate your employment or service at any time for any reason.
You will not have the right to assign, transfer, alienate, anticipate, pledge or encumber any portion of a payment due hereunder, nor shall such amounts be subject to seizure by legal process by any creditor of yours.
This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of California, without reference to conflict of law principles thereof. The parties consent to the exclusive jurisdiction and venue of any court of competent jurisdiction sitting within the State of California with respect to any dispute arising out of or relating to this Agreement. If you agree to the terms and conditions set forth above, then please sign and date in the space indicated below and return a signed original of this letter agreement to the undersigned.
Again, we value your contributions to the Company, and look forward to continuing our successful relationship.
Sincerely,
| FAT Brands Inc. | ||||
| By: | /s/ Andrew Wiederhorn | |||
| Name: | Andrew Wiederhorn | |||
| Title: | Chief Executive Officer | |||
| Acknowledged and agreed: | ||||
| /s/ Kenneth J. Kuick | Date: | March 30, 2022 | ||
| Name: Kenneth J. Kuick | ||||
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