FAT Brands Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01. Entry Into a Material Definitive Agreement.
On July 19, 2024, FAT Brands Inc., a Delaware corporation (the “Company”), entered into an Equity Distribution Agreement (the “Equity Distribution Agreement”) with Noble Capital Markets, Inc. (the “Sales Agent”), pursuant to which the Company may offer and sell from time to time through the Sales Agent shares (the “Placement Shares”) of (i) Class A Common Stock, par value $0.0001 per share, of the Company, and/or (ii) 8.25% Series B Cumulative Preferred Stock, par value $0.0001 per share, of the Company, in such amounts as the Company may specify by notice to the Sales Agent, in accordance with the terms and conditions set forth in the Equity Distribution Agreement.
The offer and sale of the Placement Shares from time to time by the Company have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-261365), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on February 8, 2022. The Company has filed a prospectus supplement, dated July 19, 2024, with the SEC in connection with the offer and sale of up to $10,335,000 maximum aggregate offering price of Placement Shares.
The Company will pay the Sales Agent a commission of 3.0% of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the Equity Distribution Agreement. Under the Equity Distribution Agreement, the Sales Agent may sell the Placement Shares in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act. The Company may instruct the Sales Agent not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company is not obligated to make any sales of the Placement Shares under the Equity Distribution Agreement.
The offering pursuant to the Equity Distribution Agreement will terminate upon the earlier of (i) the sale of all of the Placement Shares subject to the Equity Distribution Agreement, and (ii) termination of the Equity Distribution Agreement as permitted therein. The Company may terminate the Equity Distribution Agreement in its sole discretion at any time by giving three business days’ prior notice to the Sales Agent. The Sales Agent may terminate the Equity Distribution Agreement under the circumstances specified in the Equity Distribution Agreement and in its sole discretion at any time by giving three business days’ prior notice to the Company.
The Equity Distribution Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Equity Distribution Agreement, the Company has agreed to indemnify the Sales Agent against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Sales Agent may be required to make in respect of these liabilities, and to reimburse the Sales Agent for certain expenses. In the ordinary course of business, the Sales Agent or its affiliates may from time to time provide various investment banking or financial advisory services to the Company and/or its affiliates, for which the Sales Agent or its affiliates may receive customary compensation.
The foregoing summary of the Equity Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Equity Distribution Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “8-K”) and is incorporated by reference into this Item 1.01.
Item 8.01. Other Events.
Exhibit 5.1 Opinion
A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the Placement Shares that may be sold and issued pursuant to the Equity Distribution Agreement is attached as Exhibit 5.1 to this 8-K. This 8-K is also being filed for the purpose of filing Exhibits 5.1 and 23.1 hereto as exhibits to the Company’s effective Registration Statement on Form S-3 (File No. 333-261365), and such exhibits are hereby incorporated by reference into such Registration Statement.
This 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Placement Shares or any other securities of the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 5.1 | Opinion of Greenberg Traurig, LLP | |
| 10.1 | Equity Distribution Agreement, dated July 19, 2024, by and between the Company and Noble Capital Markets, Inc. | |
| 23.1 | Consent of Greenberg Traurig, LLP (included within the opinion filed as Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 19, 2024
| FAT Brands Inc. | ||
| By: | /s/ Kenneth J. Kuick | |
| Kenneth J. Kuick | ||
| Chief Financial Officer | ||