8-K

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): July 12, 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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 12, 2022, the Board of Directors (the “Board”) of FAT Brands Inc. (the “Company”) appointed Lynne L. Collier as an independent director of the Company to fill a vacancy on the Board. Ms. Collier will serve as a Class III director with a term expiring at the Company’s 2023 Annual Meeting of Stockholders. Ms. Collier is expected to serve on one or more committees of the Board, but the committee appointments have not yet been determined. Ms. Collier will receive standard compensation from the Company for non-employee directors, consisting of annual cash compensation of $80,000 plus $40,000 for service on Board committees, and an annual equity award of stock options to acquire 30,636 shares of Class A common stock of the Company vesting over three years.

The Board also elevated James C. Neuhauser, formerly an independent director on the Board, to the position of Executive Chairman of the Board, and appointed Edward H. Rensi as Vice Chairman of the Board. As Executive Chairman, Mr. Neuhauser will receive compensation consisting of annual salary of $550,000 and a discretionary annual bonus payable in cash and/or equity with an annual target of 100%-300% of base salary. Mr. Neuhauser will also receive an award of 100,000 shares of restricted Class A common stock, vesting over a three-year period.

Item 7.01 Regulation FD Disclosure

The Company issued a press release on July 13, 2022 announcing the matters discussed above, a copy of which is attached hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01 in satisfaction of the public disclosure requirements of Regulation FD. The information in the attached press release is “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated July 13, 2022
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 thereunto duly authorized.

Date: July 18, 2022

FAT Brands Inc.
By:	/s/ Kenneth J. Kuick
	Kenneth J. Kuick
	Chief Financial Officer

EX-99.1

Exhibit 99.1

FAT Brands Names James C. Neuhauser as Executive Chairman of the Board and Appoints Lynne L. Collier as New Independent Director

7/13/2022

LOS ANGELES, July 13, 2022 (GLOBE NEWSWIRE) — FAT (Fresh. Authentic. Tasty.) Brands Inc . announces the elevation of James C. Neuhauser as Executive Chairman of the Board of Directors. Mr. Neuhauser has been an independent director on the FAT Brands Board since its inception in 2017. Mr. Neuhauser, a veteran financial executive with over 30 years of experience in financial and strategic planning and investment banking, will oversee FAT Brands’ accounting and legal departments and focus on the Company’s public traded equities and relationship with investors.

Mr. Neuhauser was formerly a Senior Managing Director in the Private Capital Markets Group of Stifel Nicolas & Company, and before that he served as Chief Investment Officer of FBR & Co., where he was an early member of the firm and had spent 25 years in various roles.

Edward H. Rensi, Chairman of the Board, will transition to Vice Chairman of the Board of Directors. Mr. Rensi, former President and CEO of McDonald’s USA, has been on the FAT Brands Board since its inception and will continue to provide strategic counsel to the global restaurant franchising company.

A new addition to the board is Lynne L. Collier. Ms. Collier will serve as an independent director and brings nearly 30 years of experience in public capital markets, with a focus on the restaurant industry. Most recently, Ms. Collier served as a Managing Director in the Investor Relations Division at ICR Inc. Prior to that, Ms. Collier had a 25-year career in equity research as a sell-side Consumer Analyst including for Loop Capital and Canaccord Genuity.

“Jim and Ed have been tremendous assets to FAT Brands over the last five years as we have reached a whole new level of scale,” said Andy Wiederhorn, CEO of FAT Brands. “I look forward to tapping further into Jim’s deep expertise in the public equity markets. I’m also pleased to welcome Lynne who brings a new skillset to our Board as an experienced restaurant analyst.”

For more information on FAT Brands, visit www.fatbrands.com.

About FAT (Fresh. Authentic. Tasty.) Brands

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 17 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Great American Cookies, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises and owns over 2,300 units worldwide. For more information on FAT Brands, please visit www.fatbrands.com.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect expectations of FAT Brands Inc. (“we”, “our” or the “Company”) concerning the future and are subject to significant business, economic and competitive risks, uncertainties and contingencies, including but not limited to uncertainties surrounding the severity, duration and effects of the COVID-19 pandemic. These factors are difficult to predict and beyond our control, and could cause our actual results to differ materially from those expressed or implied in such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other factors. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date of this press release.

MEDIA CONTACT:

Erin Mandzik, FAT Brands

emandzik@fatbrands.com

860-212-6509

Source: FAT Brands Inc.

XML

Cover	Jul. 12, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 12, 2022
Entity File Number	001-38250
Entity Registrant Name	FAT Brands Inc.
Entity Central Index Key	0001705012
Entity Tax Identification Number	82-1302696
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9720 Wilshire Blvd.
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Beverly Hills
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90212
City Area Code	(310)
Local Phone Number	319-1850
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable
Class A Common Stock
Title of 12(b) Security	Class A Common Stock
Trading Symbol	FAT
Security Exchange Name	NASDAQ
Class B Common Stock
Title of 12(b) Security	Class B Common Stock
Trading Symbol	FATBB
Security Exchange Name	NASDAQ
Series B Cumulative Preferred Stock
Title of 12(b) Security	Series B Cumulative Preferred Stock
Trading Symbol	FATBP
Security Exchange Name	NASDAQ
Warrants to purchase Class A Common Stock
Title of 12(b) Security	Warrants to purchase Class A Common Stock
Trading Symbol	FATBW
Security Exchange Name	NASDAQ