S-1/A 1 fs12019a3_bricktownbrewery.htm FORM S-1/A

As filed with the U.S. Securities and Exchange Commission on May 13, 2019

Registration Number 333-230710

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

___________________________________

Amendment No. 3

FORM S-1

___________________________________

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

___________________________________

Bricktown Brewery Restaurants LLC
(to be converted to Bricktown Restaurant Group, Inc.)
(Exact Name of Registrant as Specified in its Charter)

___________________________________

Oklahoma

 

5810

 

47-2141353

(State or other jurisdiction of incorporation or organization)

 

(Primary Standard Industrial Classification Code Number)

 

(I.R.S. Employer
Identification No.)

14504 Hertz Quail Springs Parkway

Oklahoma City, OK 73134

(405) 285-5362
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Buck Warfield

14504 Hertz Quail Springs Parkway

Oklahoma City, OK 73134

(405) 285-5362
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

with Copies to:

Barry I. Grossman, Esq.
Sarah W. Williams, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 370
-1300
Fax: (212) 370
-7889

 

Mitchell Nussbaum, Esq.
Norwood P. Beveridge, Jr., Esq.
Lili Taheri, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Phone: (212) 407-4000
Fax: (212) 407-4990

Approximate date of commencement of proposed sale to public:
As soon as practicable after the effective date hereof.

_________________

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box. £

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. £

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer £

 

Accelerated filer £

 

Non-accelerated filer S

 

Smaller reporting company S

           

Emerging growth company S

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 to Section 7(a)(2)(B) of the Securities Act. £

 

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered

 

Proposed
maximum
aggregate
offering
price(1)(2)

 

Amount of
registration fee(3)

Shares of common stock, par value $0.001 per share

 

$

17,250,000

 

$

2,090.70

____________

(1)      Includes shares of our common stock that the underwriters have the option to purchase to cover over-allotments, if any. Pursuant to Rule 416 under the Securities Act of 1933, as amended (or the Securities Act), the securities being registered hereunder include such indeterminate number of additional shares of common stock as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. Includes shares of common stock that the underwriters have the option to purchase to cover over-allotments, if any.

(2)      Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

(3)      Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

 

Explanatory Note

Bricktown Brewery Restaurants LLC, the registrant whose name appears on the cover of this registration statement, is an Oklahoma limited liability company. Immediately prior to the effectiveness of this registration statement, Bricktown Brewery Restaurants LLC will be converted into a Delaware corporation pursuant to a statutory conversion and change its name to Bricktown Restaurant Group, Inc. As a result of the corporate conversion, all of the units of membership interest held by the existing members of Bricktown Brewery Restaurants LLC will be converted into shares of common stock of Bricktown Restaurant Group, Inc. pursuant to a conversion ratio of 0.3125 shares of Bricktown Restaurant Group, Inc. common stock for each Bricktown Brewery Restaurants LLC unit of membership interest previously held. Accordingly, 10,000,000 Bricktown Brewery Restaurants LLC units of membership interest issued and outstanding immediately prior to the corporate conversion will be converted into 3,125,000 shares of Bricktown Restaurant Group, Inc. common stock.

The financial statements and summary historical financial data included in this registration statement are those of Bricktown Brewery Restaurants LLC and do not give effect to the corporate conversion. All share and warrant amounts and related prices reflected in the accompanying prospectus give effect to the corporate conversion, however such amounts appearing in Part II of the accompanying registration statement do not give effect to the corporate conversion.

 

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

 

SUBJECT TO COMPLETION

 

DATED MAY 13, 2019

1,875,000 Shares

Common Stock

Bricktown Restaurant Group, Inc.

This is a firm commitment initial public offering of shares of common stock of Bricktown Restaurant Group, Inc. Prior to this offering, there has been no public market for our common stock. We anticipate that the initial public offering price of our shares will be between $7.00 and $9.00.

We have applied to have our common stock listed on The NASDAQ Capital Market under the symbol “BEER.”

We are an “emerging growth company” under the federal securities laws and have elected to comply with certain reduced public company reporting requirements.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

Per Share

 

Total

Initial public offering price

 

$

   

$

 

Underwriting discounts and commissions(1)

 

$

   

$

 

Proceeds to us, before expenses

 

$

   

$

 

____________

(1)      Underwriting discounts and commissions do not include a non-accountable expense allowance equal to 1.0% of the initial public offering price payable to the underwriters. We refer you to “Underwriting” beginning on page 80 for additional information regarding underwriters’ compensation.

We have granted a 45-day option to the representative of the underwriters to purchase up to 281,250 additional shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver the shares to purchasers on or about                , 2019.

ThinkEquity

a division of Fordham Financial Management, Inc.

The date of this prospectus is                , 2019

 

Average Restaurant Sales $2.8 Million

Fourteen Restaurants in Five States

 

local beer

 

great food

 

truly friendly service

 

Table of Contents

 

Page

Prospectus Summary

 

1

Risk Factors

 

8

Cautionary Note Regarding Forward-Looking Statements

 

33

Use of Proceeds

 

34

Dividend Policy

 

35

Corporate Conversion

 

36

Capitalization

 

37

Dilution

 

39

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

40

Business

 

51

Management

 

60

Executive Compensation

 

65

Principal Stockholders

 

69

Certain Relationships and Related Party Transactions

 

71

Description of Capital Stock

 

74

Shares Eligible For Future Sale

 

78

Underwriting

 

80

Experts

 

88

Legal Matters

 

88

Where You Can Find More Information

 

88

Index to Financial Statements

 

F-1

You should rely only on the information contained in this prospectus. We have not authorized any other person to provide you with information different from or in addition to that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

In this prospectus, we rely on and refer to information and statistics regarding our industry. We obtained this statistical, market and other industry data and forecasts from publicly available information. While we believe that the statistical data, market data and other industry data and forecasts are reliable, we have not independently verified the data.

i

Prospectus Summary

This summary highlights certain information appearing elsewhere in this prospectus. Because it is only a summary, it does not contain all of the information that you should consider before investing in shares of our common stock and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing elsewhere in this prospectus. Before you decide to invest in our common stock, you should read the entire prospectus carefully, including “Risk Factors” beginning on page 8 and the financial statements and related notes included in this prospectus.

Immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, we will undertake a corporate conversion pursuant to which Bricktown Restaurant Group, Inc. will succeed to the business of Bricktown Brewery Restaurants LLC and the holders of membership interests of Bricktown Brewery Restaurants LLC will become stockholders of Bricktown Restaurant Group, Inc. In this prospectus, we refer to this transaction as the “corporate conversion.” References in this prospectus to our capitalization and other matters pertaining to our common equity relate to the capitalization and common equity of Bricktown Brewery Restaurants LLC after giving effect to the corporate conversion. However, the financial statements and summary historical financial data included in this prospectus are those of Bricktown Brewery Restaurants LLC and do not give effect to the corporate conversion.

Unless the context indicates otherwise, as used in this prospectus, the terms “we,” “us,” “our,” “our company” “Bricktown” and “our business” refer, prior to the corporate conversion discussed herein, to Bricktown Brewery Restaurants LLC, and after the corporate conversion to Bricktown Restaurant Group, Inc. and its consolidated subsidiaries. Further, unless the context otherwise requires, all references to “Company Restaurants” or the restaurants currently owned by the company includes the nine restaurants currently owned by the company and the restaurant that we have licensed to BT Concepts 71st Street LLC which we will acquire upon consummation of this offering (referred herein as “71st Street”). Lastly, references to our Remington Park restaurant and location refer to the company that we have a 50% ownership stake in that manages and operates various food and beverage outlets, including a licensed Bricktown Brewery restaurant at Remington Park, an Oklahoma City racetrack and casino. The financial results of our Remington Park restaurant are consolidated into our financial statements.

This prospectus includes trademarks, service marks and trade names owned by us or other companies. All trademarks, service marks and trade names included in this prospectus are the property of their respective owners.

Our Company

We are engaged in the business of developing, owning and operating Bricktown Brewery and Bricktown Tap House & Kitchen branded restaurants. Bricktown Brewery and Bricktown Tap House & Kitchen restaurants are multi-tap, casual plus dining restaurants featuring Bricktown brewed beers (which we brew in-house at one of our two brewing facilities) and other local beers along with a broad menu anchored in crafted burgers, artisanal pizza and our take on American comfort foods. Currently, we own or license restaurants in five states: Oklahoma, Texas, Arkansas, Kansas and Missouri. As of the date hereof, there are 14 restaurant units operating under the Bricktown Brewery or Bricktown Tap House & Kitchen brand, each of which is in secondary and tertiary markets (based on population size) in its respective state.

The original Bricktown Brewery restaurant first opened in Oklahoma City, Oklahoma in 1992 “serving local beer and great food with truly friendly service.” Subsequently, we have expanded within Oklahoma and into Kansas, Texas and Arkansas, with additional licensed restaurants in Oklahoma and Missouri. We currently own and operate ten restaurants, including a restaurant to be acquired with the proceeds of this offering. We have licensed the right to open and operate three additional restaurants which we manage. These three licensed restaurants are owned by related parties and are not a part of the Company, although we expect to generate cash from these licensed properties in the future as described below. We also own 50% of a company that manages and operates various food and beverage outlets, including a licensed Bricktown Brewery restaurant at Remington Park, an Oklahoma City racetrack and casino.

We are actively looking to expand our business and the number of Company Restaurants both in the states of Oklahoma, Texas, Kansas and Arkansas in which we operate and in the Southwest, Midwest, Southeast and Mid-South regions outside of our current footprint. We are also looking for complementary restaurant brands that we may acquire to give us additional synergistic growth opportunity.

1

Each of the Bricktown Brewery and Bricktown Tap House & Kitchen branded restaurants serves similar fare. Our menu features crafted burgers, artisanal style pizza and Bricktwisted® Comfort Food, our take on American comfort foods. The prices of our food items range from $3.50 to $16.00 per item which we believe makes our restaurants appealing to a variety of different guests and for various dining occasions (including everyday lunch and dinner as well as after work special occasions). Additionally, each of our Bricktown Brewery locations serve our own hand-crafted beers as well as a full line up of regional beers that we sell as “local beer.” We brew a variety of trademarked beers as well as non-alcoholic craft root beer at our original Bricktown Brewery location in downtown Oklahoma City, Oklahoma and at our satellite brewing facility, BTB Brewing Company, which is also in Oklahoma City, Oklahoma. Because of Texas state laws, each of our Bricktown Tap House & Kitchen locations feature regional local beer but do not sell our brewed beers. All restaurants serve a full complement of distilled spirts, beers and wine. Across the Company Restaurants in 2018, we had an average customer transaction of $18.10 with a sales ratio of 76% food and non-alcoholic beverages to 24% alcoholic beverages (of which Bricktown Brewery beers accounted for approximately one-third of the sales).

Our Business Strategy

We are focused on developing additional company owned Bricktown Brewery and/or Bricktown Tap House & Kitchen restaurants in Oklahoma, Texas, Kansas, Arkansas and Missouri, and are looking to expand to other markets in the Southwest, Midwest, Southeast and Mid-South. We believe that this expansion strategy will increase guest traffic and awareness of our brands. The following are key elements of our growth strategy.

1.      Build or acquire new Bricktown restaurants. We intend to follow a disciplined strategy of securing strong locations in the secondary and tertiary markets in our existing five-state region to complement our stores in the primary markets, while judiciously expanding into new territories that meet our demographic, real estate and investment criteria (for example, a secondary market in Florida).

2.      Grow Same Store Restaurant Sales. We will seek to increase guest frequency at our currently operating restaurants that are not at capacity, if any, and increase overall market share by consistently improving Bricktown’s “Guest Experience.” We intend to improve our performance by refreshing the interiors of certain units, modernizing digital and social marketing efforts, enabling more online ordering options and regularly introducing new Bricktown menu items and craft beers.

3.       Quickly and cost-effectively scale our growth while leveraging our platform of outsourced services. We manage our general and administrative cost by outsourcing certain operations to service providers that we believe are best of breed in accounting, finance, legal and human resources. Together, these outsourced services provide us a platform of proven procedures we use to quickly onboard new units and launch them in their markets.

Recent Developments

Our consolidated financial statements for the thirteen weeks ended March 31, 2019 are not yet available. We have presented preliminary estimated ranges of certain of our financial results below for thirteen weeks ended March 31, 2019 based on information currently available to management. We have provided ranges, rather than specific amounts, for certain financial results below, primarily because our financial closing procedures for the three months ended March 31, 2019 are not yet complete. As a result, our actual results may vary materially from the estimated preliminary results included herein and will not be publicly available until after the closing of this offering. Accordingly, you should not place undue reliance on these estimates. The preliminary financial data included in this prospectus has been prepared by, and is the responsibility of, management. Our independent registered public accounting firm has not audited, reviewed, compiled, or performed any procedures with respect to the preliminary estimated financial data below and does not express an opinion or any other form of assurance with respect thereto.

For the thirteen weeks ended March 31, 2019, we estimate that our net revenues from our nine Company Restaurants will be approximately $6.0 million, an increase of $200 thousand, or 3.45% when compared to net revenues from our nine Company Restaurants of $5.8 million for the thirteen weeks ended April 1, 2018.

2

Corporate Conversion

We currently operate as a limited liability company, organized in the State of Oklahoma under the name Bricktown Brewery Restaurants LLC. Immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, Bricktown Brewery Restaurants LLC will convert from an Oklahoma limited liability company to a Delaware corporation and will be renamed Bricktown Restaurant Group, Inc. As a result of the corporate conversion the 10,000,000 units of membership interest held by the existing members of Bricktown Brewery Restaurants LLC will be converted to 3,125,000 shares of common stock of Bricktown Restaurant Group, Inc.

The purpose of the corporate conversion is to reorganize our corporate structure so that our company will continue as a corporation rather than a limited liability company following this offering, and so that our existing investors will own our common stock rather than equity interests in a limited liability company. For further information regarding the corporate conversion, see “Corporate Conversion.”

Risks Associated with our Business

Our business and ability to execute our business strategy are subject to a number of risks of which you should be aware before you decide to buy our common stock. In particular, you should consider the following risks, which are discussed more fully in the section entitled “Risk Factors” in this prospectus:

•        our long-term success is highly dependent on our ability to successfully identify and secure appropriate sites and timely develop and expand our operations in existing and new markets;

•        damage to our reputation could negatively impact our business, financial condition and results of operations;

•        food safety and food-borne illness incidents may have an adverse effect on our business by not only reducing demand but also increasing operating costs;

•        our dependence on our third-party vendors, suppliers and distributers could lead to shortages or interruptions in the supply or delivery of food products;

•        loss of any members of our executive management team will significantly impair our ability to implement our business strategy;

•        we face significant competition for customers, and our inability to compete effectively may affect our traffic, sales and operating profit margins; and

•        declining economic conditions, including housing market downturns, rising unemployment rates, lower disposable income, credit conditions, fuel prices and consumer confidence and other events or factors that adversely affect consumer spending in the markets we serve.

Corporate Information

We were organized originally as a limited liability company under the laws of the State of Oklahoma in October, 2014 and will convert to a corporation immediately prior to the effectiveness of the registration statement of which this prospectus forms a part. Our principal executive office is located at 14504 Hertz Quail Springs Parkway, Oklahoma City, OK 73134, and our phone number is (405) 285-5362.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined under the Securities Act of 1933, as amended (the “Securities Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•        being permitted to present only two years of audited financial statements and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus;

•        not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (or the Sarbanes-Oxley Act);

3

•        reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

In addition, an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this extended transition period. We will remain an emerging growth company until the earliest to occur of: (i) our reporting $1.07 billion or more in annual gross revenues; (ii) the end of fiscal year 2023; (iii) our issuance, in a three year period, of more than $1 billion in non-convertible debt; and (iv) the end of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million on the last business day of our second fiscal quarter.

4

The Offering

Common stock offered by us

 

1,875,000 shares

Common stock to be outstanding after this offering

 

5,000,000 shares (or 5,281,250 shares if the underwriters exercise their over-allotment option in full).

Over-allotment option

 

We have granted the underwriters a 45-day option to purchase up to an additional 281,250 shares of our common stock at the initial public offering price to cover over-allotments, if any.

Use of proceeds

 

We intend to use the net proceeds of this offering primarily to acquire 71st Street (as described in more detail elsewhere in this prospectus), repay related party notes (see “Certain Relationships and Related Party Transactions” for details regarding the specific indebtedness), repay a promissory note held by a non-affiliate individual, invest in or acquire companies that are synergistic with or complementary to our business (including, potentially, our licensed restaurants — though we have no contractual right to acquire these restaurants and there has not been any negotiation pertaining to the acquisition of such restaurants) and for working capital and other general corporate purposes.

Concentration of ownership

 

Upon completion of this offering, our executive officers and directors will beneficially own, in the aggregate, approximately 12.5% of the outstanding shares of our common stock.

Proposed NASDAQ Capital Market symbol

 

“BEER”

Risk Factors

 

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 8 and the other information in this prospectus for a discussion of the factors you should consider carefully before you decide to invest in our common stock.

Lock-Up

 

We, each of our officers, directors, and all of our stockholders have agreed, subject to certain exceptions, not to sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale of, or otherwise dispose of or hedge, directly or indirectly, any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of capital stock, for a period of (i) twelve (12) months after the date of this prospectus in the case of our directors and officers and (ii) six (6) months after the date of this prospectus in the case of the Company and any other holder of our outstanding securities, without the prior written consent of the representative. See “Underwriting” for additional information.

Conversion of Indebtedness

 

Praesidian Capital Opportunity Fund III and Praesidian Capital Opportunity III-A (collectively, Praesidian Capital), our largest creditor, has agreed to convert concurrently with the corporate conversion $5 million in principal amount of indebtedness into shares of non-convertible Series A Preferred Stock to be designated concurrently with our corporate conversion. For more information regarding the Series A Preferred Stock, see “Description of Capital Stock” beginning on page 74. We have further agreed with Praesidian Capital that upon the mutual agreement of the Company and Praesidian Capital, Praesidian Capital may convert an additional $2 million in principal amount of indebtedness provided that such determination is made prior to our corporate conversion.

5

All information in this prospectus assumes the underwriters do not exercise their over-allotment option. The total number of shares of our common stock outstanding assuming our corporate conversion took place on May 10, 2019 is 3,125,000 shares and excludes 1,000,000 shares of our common stock (which is equal to 20% of our issued and outstanding common stock immediately after the consummation this offering) reserved for future issuance under our 2019 Equity Incentive Plan, which will become effective as of the closing of this offering (numbers presented on a post-conversion basis).

Summary Financial Information

The following tables present our summary consolidated financial and other data as of and for the periods indicated. We operate under a 52/53-week year ending on the last Sunday in December and as a result had 52 weeks in the fiscal year ended December 30, 2018 and 53 weeks in the fiscal year ended December 31, 2017. The summary consolidated statements of operations data and the consolidated statement of cash flow data for the fiscal years ended December 30, 2018 and December 31, 2017, and the summary consolidated balance sheet data as of December 30, 2018 and December 31, 2017, are derived from our audited consolidated financial statements included elsewhere in this prospectus.

The summarized financial information presented below is derived from and should be read in conjunction with our audited consolidated financial statements including the notes to those financial statements which are included elsewhere in this prospectus along with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our historical results are not necessarily indicative of our future results.

 

For the fiscal year
ended:

   

2018

 

2017

CONSOLIDATED STATEMENTS OF OPERATIONS DATA:

 

 

 

 

 

 

 

 

Revenues

 

$

28,105,402

 

 

$

30,107,180

 

Restaurant operating costs (excluding depreciation and amortization)

 

 

 

 

 

 

 

 

Cost of sales

 

 

7,965,026

 

 

 

8,932,935

 

Labor and benefits

 

 

9,545,113

 

 

 

10,119,186

 

Occupancy and operating

 

 

6,517,993

 

 

 

6,935,673

 

General and administrative

 

 

2,701,265

 

 

 

2,116,974

 

Depreciation and amortization

 

 

1,026,878

 

 

 

1,189,438

 

Restaurant opening cost

 

 

 

 

 

 

20,608

 

Loss on disposal of assets and impairments

 

 

82,269

 

 

 

648,556

 

Total other costs and expenses

 

 

27,838,544

 

 

 

29,963,370

 

Income from operations

 

 

266,858

 

 

 

143,810

 

Interest expense

 

 

(1,252,660

)

 

 

(1,236,009

)

Other income, net

 

 

101,386

 

 

 

105,414

 

Loss on disposal of subsidiary

 

 

 

 

 

 

(11,350

)

Total other expense

 

 

(1,151,274

)

 

 

(1,141,945

)

Net loss

 

 

(884,416

)

 

 

(998,135

)

Net income attributable to noncontrolling interests

 

 

379,260

 

 

 

352,470

 

Net loss attributable to Bricktown Brewery Restaurants LLC

 

$

(1,263,676

)

 

$

(1,350,605

)

   

 

 

 

 

 

 

 

Pro forma benefit from net income taxes

 

 

(177,936

)

 

 

(122,445

)

Pro forma net loss attributable to Bricktown Brewery Restaurants LLC

 

$

(1,085,740

)

 

$

(1,228,160

)

Pro forma net loss per common share

 

 

 

 

 

 

 

 

Basic

 

$

(0.35

)

 

$

(0.39

)

Diluted

 

$

(0.35

)

 

$

(0.39

)

Weighted average pro forma shares outstanding

 

 

 

 

 

 

 

 

Basic

 

 

3,125,000

 

 

 

3,125,000

 

Diluted

 

 

3,125,000

 

 

 

3,125,000

 

6

 

December 30,
2018

 

December 31,
2017

CONSOLIDATED BALANCE SHEETS DATA:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,074,948

 

 

$

435,480

 

Total current assets

 

 

2,087,397

 

 

 

996,822

 

Total assets

 

 

8,328,615

 

 

 

7,985,186

 

Total current liabilities

 

 

3,926,143

 

 

 

3,954,834

 

Total liabilities

 

 

18,017,910

 

 

 

16,790,065

 

Total members’ deficit

 

 

(9,689,295

)

 

 

(8,804,879

)

 

Fiscal Year

   

2018

 

2017

CONSOLIDATED STATEMENT OF CASH FLOWS DATA:

 

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

504,048

 

 

$

931,336

 

Net cash used in investing activities

 

 

(232,186

)

 

 

(575,332

)

Net cash provided by (used in) financing activities

 

 

367,606

 

 

 

(36,697

)

Net increase in cash and cash equivalents

 

 

639,468

 

 

 

319,307

 

Cash and cash equivalents, beginning of period

 

 

435,480

 

 

 

116,173

 

Cash and cash equivalents, end of period

 

 

1,074,948

 

 

 

435,480

 

Capitalization and Conversion:

The following table sets forth our deferred income tax and capitalization as of December 30, 2018 as if the Company had been converted from an LLC to a Corporation (the below contemplates the conversion of $5 million of indebtedness into shares of Series A Preferred Stock which will occur concurrently with the conversion of the Company from a limited liability company to a corporation):

 

As of December 30, 2018

   

Bricktown
Brewery
Restaurants
LLC and
Subsidiaries

 

Pro Forma
Corporate
Conversion(1)

 

Adjustments

 

Pro Forma
As
Adjusted

Cash and cash equivalents

 

$

1,074,948

 

 

 

 

 

 

 

 

$

1,074,948

 

Deferred offering costs

 

 

327,529

 

 

 

 

 

 

 

 

 

327,529

 

Deferred income taxes

 

 

 

 

 

 

1,319,555

 

 

 

 

 

 

1,319,555

 

Current portion of long-term debt

 

 

111,826

 

 

 

 

 

 

 

 

 

111,826

 

Long-term debt, less current portion

 

 

922,003

 

 

 

 

 

 

 

 

 

922,003

 

Long-term debt, less current portion, related parties

 

 

11,435,477

 

 

 

 

 

(5,000,000

)

 

 

6,435,477

 

Stockholders’ equity

 

 

 

 

 

 

   

 

 

 

 

 

 

 

Preferred stock, $0.001 par value per share, no shares authorized, issued and outstanding; (10,000,000 shares authorized, 7,000 designated, 5,000 shares of Series A Preferred Stock issued and outstanding, pro forma; 10,000,000 shares authorized, 7,000 designated, 5,000 shares of Series A Preferred Stock issued and outstanding, pro forma as adjusted)

 

 

 

 

 

 

   

 

5,000,000

 

 

 

5,000,000

 

Common stock, $0.001 par value per share, no shares authorized, issued and outstanding; (50,000,000 shares authorized, 3,125,000 shares issued and outstanding, pro forma; 50,000,000 shares authorized, 3,125,000 shares issued and outstanding, pro forma as adjusted)

 

 

 

 

 

 

3,125

 

 

 

 

 

 

3,125

 

Members’ equity (deficit)

 

 

(10,019,782

)

 

 

   

 

10,019,782A

 

 

 

 

 

Additional paid in capital

 

 

 

 

 

1,316,430

 

 

(10,019,782

)A

 

 

(8,703,352

)

Noncontrolling interests

 

 

330,487

 

 

 

 

 

 

 

 

 

 

330,487

 

Total stockholders’ deficit

 

$

(9,689,295

)

 

$

1,319,555

 

$

 

 

$

(3,369,740

)

____________

A.      Undistributed losses of partnerships that are in historical financial statements as Members’ deficit are reclassified to additional paid in capital.

7

Risk Factors

Any investment in our securities involves a high degree of risk. You should carefully consider the risks described below, which we believe represent certain of the material risks to our business, together with the information contained elsewhere in this prospectus, before you make a decision to invest in our shares of common stock. Please note that the risks highlighted here are not the only ones that we may face. For example, additional risks presently unknown to us or that we currently consider immaterial or unlikely to occur could also impair our operations. If any of the following events occur or any additional risks presently unknown to us actually occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline and you could lose all or part of your investment.

Risks Relating to Our Business, Strategy and Industry

Our financial results depend significantly upon the continued success of our existing restaurants and our Remington Park partnership and our ability to develop profitable new restaurants.

Our ability to generate revenue and earn profit depends on our ability to develop profitable new restaurants, maintain or grow sales and efficiently manage costs in our existing restaurants and any new restaurants we may open and continue to effectively manage our Remington Park operations. As of May 10, 2019, we own and operate nine restaurants, have entered into an agreement to purchase 71st Street and co-manage, for a share of the profits, various bars and restaurants at Remington Park (we also licensed out our intellectual property to and entered into management agreements with three restaurants for which we receive or will receive management fees, but we do not expect these fees to be material to our future growth). While we have exhibited some success in opening new restaurants, growing sales and managing costs of our Company Restaurants and managing our Remington Park partnership over the past few years, this success may not be indicative of longer-term performance or the potential market acceptance of restaurants and brands in other locations. If we are unable to develop profitable new restaurants, maintain or grow sales and efficiently manage costs in our existing restaurants and any new restaurants we may open and continue to effectively manage our Remington Park operations, it will have a material adverse effect on our business, financial condition and results of operations.

Our revenues are dependent on continued customer traffic and spending.

We believe that the success of our restaurants revolves principally around customer traffic and average check per customer and customer experience. Significant factors that might adversely affect the average customer traffic and average check include, without limitation:

•        declining economic conditions, including housing market downturns, rising unemployment rates, lower disposable income, credit conditions, fuel prices and consumer confidence and other events or factors that adversely affect consumer spending in the markets we serve;

•        increased competition in the restaurant industry, particularly in the casual and fast-casual dining segments;

•        changes in consumer preferences;

•        customers’ budgeting constraints;

•        customers’ failure to accept menu price increases that we may make to offset increases in key operating costs;

•        our reputation and consumer perception of our concept’s offerings in terms of quality, price, value, ambience and service; and

•        customer experiences from dining in our restaurants.

Any declines in customer traffic or average check per customer will have a material adverse impact on our business and financial condition.

8

We do not have control over the cost and availability of many of our key operating expenses.

Our restaurants are susceptible to increases in certain key operating expenses that are either wholly or partially beyond our control, including, without limitation:

•        food and other raw materials costs, many of which we do not or cannot effectively hedge;

•        labor costs, including wage, workers’ compensation, health care and other benefits expenses;

•        rent expenses and construction, remodeling, maintenance and other costs under leases for our new and existing restaurants;

•        compliance costs as a result of changes in regulatory or industry standards;

•        energy, water and other utility costs;

•        costs for insurance (including health, liability and workers’ compensation);

•        information technology and other logistical costs; and

•        expenses due to litigation.

Any material increases in our operating expenses will have a material impact on our financial condition and business operations.

Our future growth depends in part on our ability to open profitable new restaurants. If we are unable to open new restaurants, there are delays in opening new restaurants or if the new restaurants that we open are not profitable, it will have a material adverse effect on our business, financial condition and results of operations.

For the fiscal year ended December 30, 2018, average restaurant-level EBITDA across our Company Restaurants was $370,000 (see “Management’s Discussion and Analysis — Results of Operations — Restaurant-level EBITDA” for the definition of restaurant-level EBITDA and corresponding reconciliation). We believe that by opening up new restaurant locations, we can take advantage of economies of scale and reduce operating and expansion costs thereby increasing our revenue. Accordingly, our growth strategy for the foreseeable future is to continue opening new restaurants and working to operate those restaurants on a profitable basis. Although we have licensed related parties to open one new restaurant in 2016 and three new restaurants in 2018, we have not opened new Company Restaurants in the last several years. We opened two Company Restaurants in 2014, two in 2015, four in 2016, zero in 2017 and 2018, and zero so far in 2019 and we have experienced, and expect to continue to experience, delays in opening these new restaurants once conceptualized. There are many factors that could impact our ability to open a new restaurant or delay the opening of a new restaurant including, but not limited to:

•        finding suitable locations for new restaurants;

•        inconsistent development schedules due to financing and construction delays in new developments;

•        negotiating leases for new locations with acceptable terms, including sufficient levels of tenant allowances;

•        timely delivery of leased premises to us from our landlords and punctual commencement of our build-out construction activities;

•        managing construction and development costs of new restaurants, particularly in competitive markets;

•        identifying, hiring and training qualified employees in each local market;

•        obtaining construction materials and labor at acceptable costs;

•        securing required liquor licenses in a timely manner;

•        securing required governmental approvals, permits and other licenses (including construction and other permits) in a timely manner and responding effectively to any changes in local, state or federal laws and regulations;

9

•        unforeseen engineering or environmental problems with the leased premises; and

•        avoiding the impact of inclement weather, natural disasters and other calamities.

Further, even if we are able to successfully open new restaurants in a timely manner, there is no guarantee that such restaurants will be profitable or that the presence of such restaurants will meaningfully reduce our operating and expansion costs. If we are unable to open new restaurants, there are delays in opening new restaurants or if the new restaurants that we open are not profitable, it will have a material adverse effect on our business, financial condition and results of operations.

The success of our long-term future growth strategy is highly dependent on our ability to effectively identify and secure appropriate sites for new restaurants.

We intend to develop new restaurants in our existing markets, expand our footprint into adjacent markets and selectively enter into new markets. To build new restaurants, we must first identify markets where we can enter or expand our footprint, taking into account numerous factors, including the location of our current restaurants, local economic trends, population density, area demographics and geography. Then we must secure appropriate restaurant sites, which is one of our biggest challenges. There are numerous factors involved in identifying and securing an appropriate restaurant site, including:

•        evaluating size of the site, traffic patterns, local retail and business attractions and infrastructure that will drive high levels of customer traffic and sales;

•        competition in new markets, including competition for restaurant sites;

•        financial conditions affecting developers and potential landlords, such as the effects of macro-economic conditions and the credit market, which could lead to these parties delaying or canceling development projects (or renovations of existing projects), in turn reducing the number of appropriate restaurant sites available;

•        the financial viability of our landlords, including the availability of financing for our landlords and our landlords’ ability to pay tenant incentives on a timely basis;

•        developers and potential landlords obtaining licenses or permits for development projects on a timely basis;

•        proximity of potential restaurant sites to existing restaurants;

•        anticipated commercial, residential and infrastructure development near the potential restaurant site; and

•        availability of acceptable lease terms and arrangements.

Given the numerous factors involved, we may not be able to successfully identify and secure attractive restaurant sites in existing, adjacent or new markets, which could have a material adverse effect on our business, financial condition and results of operations.

The planned rapid increase in the number of our restaurants may make our future results unpredictable and failure to manage our growth effectively could harm our business and operating results.

Our growth plan includes opening a significant number of new restaurants. This growth strategy and the substantial investment associated with the development of each new restaurant may cause our operating results to fluctuate unpredictably or have an adverse effect on our profits (for example, if we find that our restaurant concept has limited appeal in new markets or we may experience a decline in the popularity of our restaurant concept in the markets in which we operate). Additionally, we may not respond quickly enough to the changing demands that our expansion will impose on our management, restaurant teams and existing infrastructure. Managing our growth effectively will require us to continue to monitor the performance of our new restaurants and the performance of our management team and staff relative to our expansion. If newly opened restaurants are not successful, our system-wide average restaurant revenue does not increase at historical rates, or we cannot effectively manage our expansion, it will have a material adverse effect on our business, financial condition and results of operations.

10

We will require additional capital to support business growth, and this capital might not be available.

We intend to continue to make investments to support our business growth and might require additional funds to respond to business challenges or opportunities, including the need to open additional restaurants, develop new products and menu items, enhance our products and menu items, or enhance our operating infrastructure acquisitions. Accordingly, we might need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital-raising activities and other financial and operational matters, which might make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. Moreover, if we issue new debt securities, the debt holders would have rights senior to common stockholders to make claims on our assets. In addition, we might not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited.

We operate in the highly competitive restaurant industry. If we are not able to compete effectively, it will have a material adverse effect on our business, financial condition and results of operations.

We face significant competition from restaurants in the full-service casual dining, brewpub, and fast casual dining segments of the restaurant industry. These segments are highly competitive with respect to, among other things, taste, price, food quality and presentation, beer selection, brewed beers service, location, and the ambience and condition of each restaurant. Our competition includes a variety of locally-owned restaurants and national and regional chains offering dine-in, carry-out, delivery, and catering services. Many of our competitors have existed longer and have a more established market presence with substantially greater financial, marketing, personnel and other resources than we do. Among our competitors are a number of multi-unit, multi-market, casual dining and brewpub restaurant concepts, some of which are expanding nationally. As we expand, we will face competition from these restaurant concepts as well as new competitors that strive to compete with our market segments. These competitors may have, among other things, lower operating costs, better locations, better facilities, better management, more effective marketing, and more efficient operations. Additionally, we face the risk that new or existing competitors will copy our business model, menu options, presentation or ambience, among other things.

Any inability to successfully compete with the restaurants in our markets will place downward pressure on our customer traffic and may prevent us from increasing or sustaining our revenue and profitability. Consumer tastes in both food away from home and beer, nutritional and dietary trends, traffic patterns and the type, and the number and location of competing restaurants often affect the restaurant business, and our competitors may react more efficiently and effectively to those conditions. In addition, many of our casual dining restaurant competitors offer lower-priced menu options, meal packages, or loyalty programs. Our sales could decline due to changes in popular tastes, “fad” food regimens such as low carbohydrate diets, and media attention on new restaurants. If we are unable to continue to compete effectively, our traffic, sales and restaurant contribution could decline which would have a material adverse effect on our business, financial condition and results of operations.

Our expansion into new markets may present increased risks.

We plan to open restaurants in markets where we have little or no operating experience. Restaurants we open in new markets may take longer to reach expected sales and profit levels on a consistent basis and may have higher construction, occupancy or operating costs than restaurants we open in existing markets, thereby affecting our overall profitability. New markets may have competitive conditions, consumer tastes and discretionary spending patterns that are more difficult to predict or satisfy than our existing markets. We may need to make greater investments than we originally planned in advertising and promotional activity in new markets to build brand awareness. We may find it more difficult in new markets to hire, motivate and keep qualified employees who share our vision, passion and culture. We may also incur higher costs from entering new markets if, for example, we assign regional managers to manage comparatively fewer restaurants than in more developed markets. As a result, these new restaurants may be less successful or may achieve average restaurant-level EBITDA which are less than system average (average restaurant-level EBITDA is restaurant-level EBITDA attributable to the Company divided by total company-operated units and is used to assess the relative success of individual stores — see “Management’s Discussion and Analysis — Results of Operations — Restaurant-level EBITDA” for the definition

11

of restaurant-level EBITDA and corresponding reconciliation). We may not be able to successfully develop critical market presence for our brand in new geographical markets, as we may be unable to find and secure attractive locations, build name recognition or attract new customers. Inability to fully implement or failure to successfully execute our plans to enter new markets could have a material adverse effect on our business, financial condition and results of operations.

New restaurants, once opened, may not be profitable, and the increases in average restaurant revenue and same store restaurant sales that we have experienced in the past may not be indicative of future results.

Typically, when we open a new restaurant, we see higher than average sales volumes at the new location for approximately the first 24 months of operations followed by a subsequent decrease in sales to stabilized levels (we refer to this initial start-up period of higher than normal sales as the “honeymoon” period). However, we cannot assure you that this will occur for future restaurant openings. In new markets, the length of time before average sales for new restaurants stabilize is less predictable and can be shorter as a result of our limited knowledge of these markets and consumers’ limited awareness of our brand. In addition, our average restaurant revenue and same store restaurant sales following the honeymoon period may not increase at the rates achieved over the past several years, particularly if a specific restaurant approaches capacity. Our ability to operate new restaurants profitably (both during and after the honeymoon period) and increase average restaurant revenue and same store restaurant sales after the honeymoon period will depend on many factors, some of which are beyond our control, including:

•        consumer awareness and understanding of our brand;

•        general economic conditions, which can affect restaurant traffic, local labor costs and prices we pay for the food products and other supplies we use;

•        changes in consumer preferences and discretionary spending;

•        difficulties obtaining or maintaining adequate relationships with distributors or suppliers in new markets;

•        increases in prices for commodities, including beef and other proteins;

•        inefficiency in our labor costs as the staff gains experience;

•        competition, either from our competitors in the restaurant industry or our own restaurants;

•        temporary and permanent site characteristics of new restaurants;

•        changes in government regulation; and

•        other unanticipated increases in costs, any of which could give rise to delays or cost overruns.

If our new restaurants do not perform as planned, our business and future prospects could be harmed. In addition, an inability to achieve our expected average restaurant revenue would have a material adverse effect on our business, financial condition and results of operations.

Our sales growth and ability to achieve profitability could be adversely affected if same store restaurant sales are less than we expect.

The level of same store restaurant sales, which reflect the change in year-over-year sales for “stabilized” restaurants in the accounting period following their 24th full monthly period of operations (following the “honeymoon” period), will affect our sales growth and will continue to be a critical factor affecting our ability to generate profits since the profit margin on “stabilized” restaurant sales is generally higher than the profit margin on new restaurant sales. Our ability to increase same store restaurant sales in locations after their 24th month of operation depends in part on our ability to successfully implement our initiatives to build sales. It is possible such initiatives will not be successful and that we will not achieve our target same store restaurant sales growth or that the change in same store restaurant sales could be negative, which may cause a decrease in sales growth and ability to achieve profitability that would have a material adverse effect on our business, financial condition and results of operations.

12

Changes in economic conditions and adverse weather and other unforeseen conditions, particularly in the markets in which we operate, could have a material adverse effect on our business, financial condition and results of operations.

The restaurant industry depends on consumer discretionary spending. The United States in general or the specific markets in which we operate may suffer from depressed economic activity, recessionary economic cycles, higher fuel or energy costs, low consumer confidence, high levels of unemployment, reduced home values, increases in home foreclosures, investment losses, personal bankruptcies, reduced access to credit or other economic factors that may affect consumer discretionary spending. Traffic in our restaurants could decline if consumers choose to dine out less frequently or reduce the amount they spend on meals while dining out. Negative economic conditions might cause consumers to make long-term changes to their discretionary spending behavior, including dining out less frequently on a permanent basis, which could have a material adverse effect on our business, financial condition and results of operations.

Furthermore, regional occurrences in the markets in which we operate, such as local strikes, terrorist attacks, increases in energy prices, adverse weather conditions, tornadoes, earthquakes, hurricanes, floods, droughts, fires or other natural or man-made disasters, could have a material adverse effect on our business, financial condition and results of operations. Adverse weather conditions may also impact customer traffic at our restaurants, and, in more severe cases, cause temporary restaurant closures, sometimes for prolonged periods. Most of our restaurants have outdoor seating, and the effects of adverse weather may impact the use of these areas and may negatively impact our revenue. If restaurant revenue decreases, our profitability could decline as we spread fixed costs across a lower level of sales. Reductions in staff levels, asset impairment charges and potential restaurant closures could result from prolonged negative restaurant revenue, which would have a material adverse effect on our business, financial condition and results of operations.

In addition, changes in economic conditions, adverse weather conditions or other unforeseen conditions in states in which we operate, or in the future may operate, could have a disproportionate impact on our overall results of operations. In particular, our business is significantly concentrated in Oklahoma, and as a result, we could be disproportionately affected by conditions specific to this market. Specifically, our restaurants in Oklahoma generated, in the aggregate, approximately 58.3% of our revenue in fiscal year 2018 and approximately 58.3% of our revenue in fiscal year 2017. Therefore, adverse changes in demographic, unemployment, economic or regulatory conditions in or around the State of Oklahoma would have a material adverse effect on our business, financial condition and results of operations. As of December 30, 2018, unemployment in Oklahoma was 3.3% compared to the U.S. unemployment rate of 3.9%. We believe increases in unemployment will have a negative impact on traffic in our restaurants. As a result of our concentration in Oklahoma, we would likely be disproportionately affected by these adverse economic conditions compared to other chain restaurants.

Opening new restaurants in existing markets may negatively impact sales at our existing restaurants.

While our core business growth strategy does not currently entail opening new restaurants in existing markets (to avoid any potential of a new restaurant materially affecting sales at our existing restaurants), we may selectively open new restaurants in and around market areas of existing restaurants if we believe the market area is strong enough to support an additional restaurant. The opening of a new restaurant in or near markets in which we already have restaurants could adversely impact sales at these existing restaurants. Existing restaurants could also make it more difficult to build our consumer base for a new restaurant in the same market.

Our restaurants have benefited from an increase in demand for micro-brewed beers and there is no guarantee that this will be sustainable.

We have benefited from the recent increase in demand for micro-brewed beers over the past several years in terms of beer sales to our customers and part of our growth strategy includes showcasing micro-brewed beers to increase customer traffic. However, there can be no assurance that the demand for micro-brewed beer will continue to grow at the present rate, if at all, or that circumstances wouldn’t develop to cause the demand for micro-brewed beer to diminish. If the demand for micro-brewed beer diminishes or if the availability of micro-brewed beers continues to increase, our sales and potentially our customer traffic may diminish.

Additionally, our brewing operation is highly dependent upon the suppliers of various raw ingredients and other materials, delivery services and our ability to retain or replace our expert brew masters to oversee the brewing

13

operations. The loss of any suppliers, the increased costs of any raw ingredients or other materials needed for the brewing process or our failure to retain or replace our brew master will significantly impact our ability to continue brewing.

Furthermore, brewery operations are subject to specific hazards, including the contamination of the brews by microorganisms and risks of equipment failure. Although we have procured insurance to cover such risks, there can be no assurance that such insurance coverage will be adequate or will continue to be available on price or other terms satisfactory to us.

We are subject to all of the risks associated with leasing space subject to long-term non-cancelable leases.

With the exception of the land and building on which the BTB Brewing satellite brewing operations are located, we do not own any real property. Payments under our operating leases account for a significant portion of our operating expenses and we expect the new restaurants we open in the future will also be leased. We are obligated under non-cancelable leases for our restaurants and our corporate headquarters. Our restaurant leases generally have a term of 10 years with two five-year renewal options. Our restaurant leases generally require us to pay a proportionate share of real estate taxes, insurance, common area maintenance charges and other operating costs. Some restaurant leases provide for contingent rental payments based on sales thresholds, although we generally do not expect to pay significant contingent rent on these properties based on the thresholds in those leases. Additional sites that we lease are likely to be subject to similar long-term non-cancelable leases. If an existing or future restaurant is not profitable, and we decide to close it, we may nonetheless be committed to perform our obligations under the applicable lease including, among other things, paying the base rent for the balance of the lease term. In addition, as each of our leases expires, we may fail to negotiate renewals, either on commercially acceptable terms or at all, which could cause us to pay increased occupancy costs or to close restaurants in desirable locations. These potential increased occupancy costs and closed restaurants could have a material adverse effect on our business, financial condition and results of operations.

Changes in food and supply costs or failure to receive frequent deliveries of food ingredients and other supplies could have an adverse effect on our business, financial condition and results of operations.

Our profitability depends in part on our ability to anticipate and react to changes in food and supply costs, and our ability to maintain our menu depends in part on our ability to acquire ingredients that meet our specifications from reliable suppliers. Shortages or interruptions in the availability of certain ingredients and supplies caused by unanticipated demand, problems in production or distribution, failure of any of our distributors or suppliers to deliver on a timely basis, food contamination or other food safety concerns, inclement weather or other changes in climate conditions, unanticipated seasonal fluctuations, product recalls, increases in the price of inputs such as feed for animals, geopolitics (i.e., implementation of tariffs) or other governmental regulations or other conditions could adversely affect the availability, quality and cost of our ingredients, which could harm our operations. Additionally, we currently do not purchase any of our ingredients or supplies with long-term fixed pricing or use futures contracts or other financial risk management strategies to reduce our exposure to potential price fluctuations. Therefore, any increases in price of the ingredients and supplies most critical to our menu (ground beef, fresh chicken, bacon and cheese, have historically been our largest commodity expenditures, and accounted for more than 27.0% of our total food purchases food total costs in the 52 weeks ended December 30, 2018) could have a material adverse effect on our results of operations (for example, by requiring us to remove items from our menu) and financial results (specifically, because we provide moderately priced food, we may choose not to, or may be unable to, pass along price increases to consumers).

Litigation and publicity concerning product quality, health and other issues, which can result in liabilities and also cause customers to avoid our products, could adversely affect our results of operations, business and financial condition.

Beverage and food service businesses can be adversely affected by litigation and complaints from customers or government authorities resulting from food and beverage quality, adulteration, product tampering, illness, injury or other health concerns or operating issues stemming from the handling and consumption of products, including the sale of alcohol to minors and any damages that may result therefrom. In addition, it is possible that our employees or customers will be injured in industrial accidents at our company-owned breweries. We are subject to liquor liability or “dram shop” statutes under state law, which generally provide a person injured by an intoxicated person the right to recover damages from an establishment that wrongfully served alcohol beverages to the intoxicated person. As a result

14

of any such litigation or complaints, we could incur significant liabilities if a lawsuit or claim results in a decision against us, or litigation costs, regardless of the result, and any liabilities may exceed our insurance coverage limits. Further, any litigation may cause our key employees to expend resources and time normally devoted to the operations of our business. Adverse publicity about these claims or lawsuits may also negatively affect us, regardless of their merit, by discouraging customers from buying our products.

Failure to maintain the safety and quality of our products will have a material adverse effect on our business.

Our success depends in large part on our ability to maintain consumer confidence in the safety and quality of our products. We have rigorous product safety and quality standards which we expect to meet. If we fail to comply with applicable product safety and quality standards and our products on the market are, or become, contaminated or adulterated, we may be required to conduct costly product recalls and may become subject to product liability claims and negative publicity, which could cause our reputation and business to suffer.

Food safety and foodborne illness concerns could have an adverse effect on our business.

We cannot guarantee that our internal controls and training will be fully effective in preventing all food safety issues at our restaurants, including any occurrences of foodborne illnesses such as salmonella, E. coli and hepatitis. In addition, there is no guarantee that our licensed restaurants will maintain the high levels of internal controls and training we require at our company-owned restaurants. Some foodborne illness incidents could be caused by third-party vendors and transporters outside of our control. New illnesses resistant to our current precautions may develop in the future, or diseases with long incubation periods could arise, that could give rise to claims or allegations on a retroactive basis. One or more instances of foodborne illness in any of our restaurants or markets or related to food products we sell could negatively affect our restaurant revenue nationwide if highly publicized on national media outlets or through social media. This risk exists even if it were later determined that the illness was wrongly attributed to us or one of our restaurants. A number of other restaurant chains have experienced incidents related to foodborne illnesses that have had a material adverse effect on their operations. The occurrence of a similar incident at one or more of our restaurants, or negative publicity or public speculation about an incident, could have a material adverse effect on our business, financial condition and results of operations.

An increase in energy costs could harm our financial results.

From time to time, we may experience significant variation in direct and indirect energy costs, and energy costs could rise unpredictably. Increased energy costs would result in higher transportation, freight and other operating costs, including increases in the cost of ingredients and supplies. Our future operating expenses and margins could be dependent on our ability to manage the impact of such cost increases. If energy costs increase, there is no guarantee that such costs can be fully passed along to consumers through increased prices. Additionally, the restaurant industry has been negatively impacted by high gasoline prices because of the reduction high gasoline prices cause in the discretionary disposable income of consumers.

Our current insurance may not provide adequate levels of coverage against claims.

Our current insurance policies may not be adequate to protect us from liabilities that we incur in our business. Additionally, in the future, our insurance premiums may increase, and we may not be able to obtain similar levels of insurance on reasonable terms, or at all. Any substantial inadequacy of, or inability to obtain insurance coverage could have a material adverse effect on our business, financial condition and results of operations.

There are types of losses we may incur that cannot be insured against or that we believe are not economically reasonable to insure. Such losses could have a material adverse effect on our business, financial condition and results of operations. As a public company, we intend to enhance our existing directors’ and officers’ insurance. While we expect to obtain such coverage, we may not be able to obtain such coverage at all or at a reasonable cost now or in the future. Failure to obtain and maintain adequate directors’ and officers’ insurance would likely adversely affect our ability to attract and retain qualified officers and directors.

15

In connection with our preparation of our financial statements, we identified material weaknesses in our internal control over financial reporting. Any failure to maintain effective internal control over financial reporting could harm us.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). During the preparation of our financial statements for both 2017 and 2018, we identified material weaknesses in our internal control over financial reporting. Under standards established by the Public Company Accounting Oversight Board (“PCAOB”), a deficiency in internal control over financial reporting exists when the design or operation of a control does not allow management or personnel, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. The PCAOB defines a material weakness as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented, or detected and corrected, on a timely basis.

The material weaknesses we identified, and the steps we are taking to address these control issues, are as follows:

•        In prior periods, we did not have proper processes and controls in place over the Company’s financial closing procedures which included not reconciling balance sheet accounts timely to ensure that expenses were recorded in the correct accounting period. While we have implemented controls and processes we believe address this matter, they have not been in place for a sufficient period of time to determine that the material weakness has been remediated as of December 30, 2018.

•        We did not maintain adequate policies and processes for the review and approval of journal entries. We plan to update our current policies and implement procedures and controls over the review and approval of journal entries by the appropriate personnel in fiscal 2019.

•        We did not timely identify and evaluate certain technical accounting and financial reporting matters. We plan on adding additional accounting personnel, with the appropriate skills, knowledge and experience to ensure timely identification and evaluation of technical accounting matters and financial reporting processes in fiscal 2019.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.

We and our independent registered public accounting firm are not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 30, 2018, in accordance with the provisions of Section 404 of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses. Material weaknesses may still exist when we report on the effectiveness of our internal control over financial reporting as required under Section 404 of the Sarbanes-Oxley Act after the completion of this offering.

If we are unable to assert that our internal control over financial reporting is effective, or when required in the future, if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

Risks Relating to the Remington Park Operations and Our Licensed Restaurants

Our financial results at Remington Park are contingent upon factors outside of our control.

Our Remington Park location is housed within the Remington Park Racing — Casino and is part of a larger racetrack and casino operation. Accordingly, customer traffic and sales are highly dependent on customer traffic at the raceway and casino. If there are any changes to the business or operations of the raceway or casino that reduce customer traffic, including regulatory changes, changes in customer preference, economic downturns, and the like, it will could have a material adverse effect on our business.

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Our joint venture with Global Gaming RP, LLC relating to the Remington Park operations, and specifically, the joint venture’s management agreement with Remington Park, is set to expire in August 2020 (subject to an automatic five year extension assuming that such joint venture is not earlier terminated) and there is no guarantee that we will be able to renew this relationship at its expiration.

We own 50% of EBGG-JV LLC (“EBGG”), an Oklahoma limited liability company that manages, pursuant to a management agreement, certain food and beverage services at Remington Park Racing — Casino, a racetrack and casino owned by Global Gaming RP, LLC, an Oklahoma limited liability company and wholly owned subsidiary of the Chickasaw Nation (“Global Gaming”). The other 50% of EBGG is owned by Global Gaming. To date, we have generated material revenue from this joint venture. However, the term of the management agreement is set to expire in August 2020, subject to an automatic five year extension unless earlier terminated. If we are unable to negotiate an extension of the term of the management agreement or if the management agreement is terminated prior to the automatic extension by Global Gaming, we will lose this source of revenue which may have a material adverse effect on our business and operations.

While we have entered into licensee management agreement with each of our licensed restaurants, because we do not own these restaurants, we cannot fully control whether the restaurants operate in a manner consistent with our standards.

We have entered into licensing agreements with related parties that allow them to own and operate 3 additional Bricktown Brewery restaurants (excluding 71st Street) using our trademarks, tradename and intellectual property. We manage and oversee operations at each of these locations pursuant to the licensee management agreements, but we do not own these locations, and the financing and debt obligations associated with these locations are the responsibility of the owners of these locations. Should any of these licensed restaurants not operate in a manner consistent with our standards and requirements, it may have a material adverse effect on our business, financial condition and results of operations. See the section entitled “Certain Relationships and Related Party Transactions.”

While we plan to acquire 71st Street following the consummation of this offering, there is no guarantee that we will receive the necessary approval from the Oklahoma Alcoholic Beverage Laws Enforcement Commission (or ABLE).

We have entered into an agreement to purchase the 71st Street contingent upon consummation of the offering. However, our acquisition of 71st Street will require approval from ABLE. Failure to receive approval from ABLE for the acquisition of 71st Street may have a material adverse effect on our business, financial condition.

Risks Relating to Our Vendors, Suppliers, Distributors, Management Team and Workforce

We rely heavily on certain vendors, suppliers and distributors, which could have a material adverse effect on our business, financial condition and results of operations.

Our ability to maintain consistent price and quality throughout our restaurants depends in part upon our ability to acquire specified food products and supplies in sufficient quantities from third-party vendors, suppliers and distributors at a reasonable cost. We use a limited number of suppliers and distributors in various geographical areas, particularly with respect to our fresh food products. We also rely on one broad-line food distributor as our primary distributor, which supplied our Company Restaurants with approximately 99% of our food supplies during the 2018 fiscal year. We do not control the businesses of our vendors, suppliers and distributors, and our efforts to specify and monitor the standards under which they perform may not be successful. Furthermore, certain food items are perishable, and we have limited control over whether these items will be delivered to us in appropriate condition for use in our restaurants. If any of our vendors or other suppliers are unable to fulfill their obligations to our standards, or if we are unable to find replacement providers in the event of a supply or service disruption, we could encounter supply shortages and incur higher costs to secure adequate supplies, which could lead to disruptions to our menu and would have a material adverse effect on our business, financial condition and results of operations. Furthermore, if our current vendors or other suppliers are unable to support our expansion into new markets, or if we are unable to find vendors to meet our supply specifications or service needs as we expand, we could likewise encounter supply shortages and incur higher costs to secure adequate supplies, which would have a material adverse effect on our business, financial condition and results of operations.

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We also outsource all accounting, payroll and human resource functions and management information systems to a business process service provider, Abacus Systems Solutions LLC (“Abacus”). See the section entitled “Certain Relationships and Related Party Transactions.” The failure of Abacus to fulfill its obligations could disrupt our operations. Additionally, any changes we may make to the services we obtain from Abacus, or new vendors we employ, may disrupt our operations. These disruptions could have a material adverse effect on our business, financial condition and results of operations.

We depend on our senior management team and other key employees, and the loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel could have an adverse effect on our business, financial condition and results of operations.

Our success depends largely upon the continued services of our key executives. We also rely on our leadership team in setting our strategic direction, operating our business, identifying, recruiting and training key personnel, identifying expansion opportunities, and arranging necessary financing and general and administrative functions. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives, which could disrupt our business. The loss of one or more of our executive officers or other key employees could have a serious adverse effect on our business. The replacement of one or more of our executive officers or other key employees would involve significant time and expense and may significantly delay or prevent the achievement of our business objectives.

To continue to execute our growth strategy, we also must identify, hire and retain highly skilled personnel. We might not be successful in maintaining our unique culture and continuing to attract and retain qualified personnel. Failure to identify, hire and retain necessary key personnel could have a material adverse effect on our business, financial condition and results of operations.

We could be party to litigation that could distract management, increase our expenses or subject us to material monetary damages or other remedies.

Our customers may occasionally file complaints or lawsuits against us alleging we caused an illness or injury they suffered at or after a visit to our restaurants, or that we have problems with food quality or operations. We may also be subject to a variety of other claims arising in the ordinary course of our business, including personal injury claims, contract claims and claims alleging violations of federal and state law regarding workplace and employment matters, equal opportunity, harassment, discrimination and similar matters, and we could become subject to class action or other lawsuits related to these or different matters in the future. In recent years, a number of restaurant companies have been subject to such claims, and some of these lawsuits have resulted in the payment of substantial damages by the defendants. Regardless of whether any claims against us are valid, or whether we are ultimately held liable, claims may be expensive to defend and may divert time and money away from our operations and hurt our performance. A judgment in excess of our insurance coverage for any claims could materially and adversely affect our financial condition and results of operations. Any adverse publicity resulting from these allegations may also materially and adversely affect our reputation, which in turn could have a material adverse effect on our business, financial condition and results of operations.

In addition, the restaurant industry has been subject to a growing number of claims based on the nutritional content of food products sold and disclosure and advertising practices. We may also be subject to this type of proceeding in the future and, even if we are not, publicity about these matters (particularly directed at the fast casual or traditional fast food segments of the industry) may harm our reputation and could have a material adverse effect on our business, financial condition and results of operations.

Labor shortages, unionization activities, labor disputes or increased labor costs could negatively impact our growth and could have a material adverse effect on our business, financial condition and results of operations.

Labor is a primary component in the cost of operating our restaurants. If we face labor shortages or increased labor costs because of increased competition for employees, higher employee turnover rates, increases in the federal, state or local minimum wage or other employee benefits costs (including costs associated with health insurance coverage), our operating expenses could increase and our growth could be negatively impacted. In addition, our success depends in part upon our ability to attract, motivate and retain a sufficient number of well-qualified restaurant operators and management personnel, as well as a sufficient number of other qualified employees, including customer service and kitchen staff, to keep pace with our expansion schedule. In addition, restaurants have traditionally experienced relatively high employee turnover rates. Although we have not yet experienced significant problems in recruiting or retaining

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employees, our ability to recruit and retain such individuals may delay the planned openings of new restaurants or result in higher employee turnover in existing restaurants, which could have a material adverse effect on our business, financial condition and results of operations.

Although none of our employees are currently covered under collective bargaining agreements, if a significant number of our employees were to become unionized and collective bargaining agreement terms were significantly different from our current compensation arrangements, it could adversely affect our business, financial condition and results of operations. In addition, a labor dispute involving some or all of our employees may harm our reputation, disrupt our operations and reduce our revenue, and resolution of disputes may increase our costs.

If we are unable to continue to recruit and retain sufficiently qualified individuals, our business and our growth could be adversely affected. Competition for these employees could require us to pay higher wages, which could result in higher labor costs. In addition, increases in the minimum wage would increase our labor costs. Furthermore, costs associated with workers’ compensation are rising, and these costs may continue to rise in the future. We may be unable to increase our menu prices in order to pass these increased labor costs on to consumers, in which case our margins would be negatively affected, which could have a material adverse effect on our business, financial condition and results of operations.

The minimum wage continues to increase and is subject to factors outside of our control.

We have a substantial number of hourly employees who are paid wage rates based on the applicable federal or state minimum wage. Although our pay scale starts at or in excess of the minimum wage, any increases in the minimum wage may increase our labor costs. Municipalities may set minimum wages above the applicable state standards. The federal minimum wage has been $7.25 per hour since July 24, 2009. Either federally-mandated or state-mandated minimum wages may be raised in the future. On November 6, 2018, Missouri voters approved Proposition B, the $12 Minimum Wage Initiative, which, beginning in January 2019, increased and will continue to increase the state’s then current $7.85 minimum wage by $0.85 per hour each year until reaching $12 in 2023 and will require that tipped employees be paid at least 50 percent of the minimum wage. We may be unable to increase our menu prices in order to pass future increased labor costs on to our customers, in which case our margins would be negatively affected, which could have a material adverse effect on our business, financial condition and results of operations. Additionally, if menu prices are increased by us to cover increased labor costs, the higher prices could adversely affect sales and thereby reduce our margins.

Risks Related to Our Intellectual Property, Brand, Corporate Culture and Information Technology

We may not be able to adequately protect our intellectual property, which could harm the value of our brand and have a material adverse effect on our business, financial condition and results of operations.

Our intellectual property is material to the conduct of our business. Our ability to implement our business plan successfully depends in part on our ability to further build brand recognition using our trademarks, service marks, trade dress and other proprietary intellectual property, including our name and logos and the unique ambience of our restaurants. While it is our policy to protect and defend vigorously our rights to our intellectual property, we cannot predict whether steps taken by us to protect our intellectual property rights will be adequate to prevent misappropriation of these rights or the use by others of restaurant features based upon, or otherwise similar to, our restaurant concept. It may be difficult for us to prevent others from copying elements of our concept and any litigation to enforce our rights will likely be costly and may not be successful. Although we believe that we have sufficient rights to all of our trademarks and service marks, we may face claims of infringement that could interfere with our ability to market our restaurants and promote our brand. Any such litigation may be costly and could divert resources from our business. Moreover, if we are unable to successfully defend against such claims, we may be prevented from using our trademarks or service marks in the future and may be liable for damages, which in turn could have a material adverse effect on our business, financial condition and results of operations.

In addition, we license certain of our proprietary intellectual property, including our name and logos, to third parties. For example, we grant our licensed restaurants a right to use certain of our trademarks in connection with their operation of the applicable restaurant. If a licensed restaurant fails to maintain the quality of the restaurant operations associated with the licensed trademarks, our rights to, and the value of, our trademarks could potentially be harmed. Failure to maintain, control and protect our trademarks and other proprietary intellectual property would likely have a material adverse effect on our business, financial condition and results of operations and on our ability to enter into new franchise agreements.

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Failure to maintain our corporate culture and changes in consumer recognition of our brand as we grow could have a material adverse effect on our business, financial condition and results of operations.

We believe that a critical component to our success has been our corporate culture. We have invested substantial time and resources in building our team. As we continue to grow, we may find it difficult to maintain the innovation, teamwork, passion and focus on execution that we believe are important aspects of our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives. If we cannot maintain our corporate culture as we grow, it could have a material adverse effect on our business, financial condition and results of operations.

In addition, our future results depend on various factors, including local market acceptance of our restaurants and consumer recognition of the quality of our food, beer and operations. Although we have received recognition for the high-quality of our food, beer and operations, we cannot guarantee that we will continue to receive similar recognition in future periods. Failure to receive continued local and regional recognition may impact consumer recognition of our brand, which could have a material adverse effect on our business, financial condition and results of operations.

Negative publicity relating to one of our restaurants, including one of our licensed restaurants, could reduce sales at some or all of our other restaurants.

Our success is dependent in part upon our ability to maintain and enhance the value of our brand, consumers’ connection to our brand and positive relationships with our licensed restaurants. We may, from time to time, be faced with negative publicity relating to food quality, public health concerns, restaurant facilities, customer complaints or litigation alleging illness or injury, health inspection scores, integrity of our or our suppliers’ food processing, employee relationships or other matters, regardless of whether the allegations are valid or whether we are held to be responsible. The negative impact of adverse publicity relating to one restaurant may extend far beyond the restaurant involved to affect some or all of our other restaurants. The considerable expansion in the use of social media over recent years can further amplify any negative publicity that could be generated by such incidents. A similar risk exists with respect to unrelated food service businesses, if consumers associate those businesses with our own operations.

Additionally, employee claims against us based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may also create negative publicity that could adversely affect us and divert our financial and management resources that would otherwise be used to benefit the future performance of our operations. A significant increase in the number of these claims or an increase in the number of successful claims would have a material adverse effect on our business, financial condition and results of operations. Consumer demand for our products and our brand’s value could diminish significantly if any such incidents or other matters create negative publicity or otherwise erode consumer confidence in us or our products, which would likely result in lower sales and could have a material adverse effect on our business, financial condition and results of operations.

We rely heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent us from effectively operating our business.

Our information systems may experience an interruption or breach in security. We rely heavily on both company and third-party information systems, including point-of-sale processing in our restaurants, for management of our supply chain, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. Our ability to efficiently and effectively manage our business depends significantly on the reliability and capacity of these systems. Our operations depend upon our ability to protect our computer equipment and systems against damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses and other disruptive problems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems could result in delays in customer service and reduce efficiency in our operations. Remediation of such problems could result in significant unplanned capital investments.

We may incur costs resulting from breaches of security of confidential consumer information related to our electronic processing of credit and debit card transactions.

The majority of our restaurant sales are by credit or debit cards. Other restaurants and retailers have experienced security breaches in which credit and debit card information has been stolen. We may in the future become subject to claims for purportedly fraudulent transactions arising out of the actual or alleged theft of credit or debit card information, and we

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may also be subject to lawsuits or other proceedings relating to these types of incidents. In addition, most states have enacted legislation requiring notification of security breaches involving personal information, including credit and debit card information. Any such claim or proceeding could cause us to incur significant unplanned expenses, which could have a material adverse effect on our business, financial condition and results of operations. Further, adverse publicity resulting from these allegations may have a material adverse effect on our business and results of operations.

Risks Related to Governmental Rules and Regulations

Governmental regulation may adversely affect our ability to open new restaurants or otherwise adversely affect our business, financial condition and results of operations.

We are subject to various federal, state and local regulations, including those relating to building and zoning requirements and those relating to the preparation and sale of food and the brewing and transportation of beer. The development and operation of restaurants depends to a significant extent on the selection and acquisition of suitable sites, which are subject to zoning, land use, environmental, traffic and other regulations and requirements. Our restaurants are also subject to state, local and even federal licensing and regulation by health, sanitation, food and occupational safety and other agencies. Our brewing operations are regulated by the Alcohol and Tobacco Tax and Trade Bureau, statutorily named the Tax and Trade Bureau (the “TTB”), a bureau of the United States Department of the Treasury, which regulates and collects taxes on trade and imports of alcohol, tobacco, and firearms within the United States. We may experience material difficulties or failures in obtaining the necessary licenses, approvals or permits for our restaurants, which could delay planned restaurant openings or affect the operations at our existing restaurants. In addition, stringent and varied requirements of local regulators with respect to zoning, land use and environmental factors could delay or prevent development of new restaurants in particular locations.

We are subject to the U.S. Americans with Disabilities Act (the “ADA”) and similar state laws that give civil rights protections to individuals with disabilities in the context of employment, public accommodations and other areas, including our restaurants. We may in the future have to modify restaurants by adding access ramps or redesigning certain architectural fixtures, for example, to provide service to or make reasonable accommodations for disabled persons. The expenses associated with these modifications could be material.

Our operations are also subject to the U.S. Occupational Safety and Health Act, which governs worker health and safety, the U.S. Fair Labor Standards Act, which governs such matters as minimum wages and overtime, and a variety of similar federal, state and local laws that govern these and other employment law matters. We may also be subject to lawsuits from our employees, the U.S. Equal Employment Opportunity Commission or others alleging violations of federal and state laws regarding workplace and employment matters, discrimination and similar matters, and we have been a party to such matters in the past. In addition, federal, state and local proposals related to paid sick leave or similar matters could, if implemented, have a material adverse effect on our business, financial condition and results of operations.

There is also a potential for increased regulation of certain food establishments in the United States, where compliance with a Hazard Analysis and Critical Control Points (“HACCP”) approach would be required. HACCP refers to a management system in which food safety is addressed through the analysis and control of potential hazards from production, procurement and handling, to manufacturing, distribution and consumption of the finished product. Many states have required restaurants to develop and implement HACCP Systems, and the United States government continues to expand the sectors of the food industry that must adopt and implement HACCP programs. For example, the Food Safety Modernization Act, signed into law in January 2011, granted the U.S. Food and Drug Administration new authority regarding the safety of the entire food system, including through increased inspections and mandatory food recalls. Although restaurants are specifically exempted from or not directly implicated by some of these new requirements, we anticipate that the new requirements may impact our industry. Additionally, our suppliers may initiate or otherwise be subject to food recalls that may impact the availability of certain products, result in adverse publicity or require us to take actions that could be costly for us or otherwise impact our business.

The impact of current laws and regulations, the effect of future changes in laws or regulations that impose additional requirements and the consequences of litigation relating to current or future laws and regulations, or our inability to respond effectively to significant regulatory or public policy issues, could increase our compliance and other costs of doing business and, therefore, have an adverse effect on our results of operations. Failure to comply with the laws and regulatory requirements of federal, state and local authorities could result in, among other things, revocation of required licenses, administrative enforcement actions, fines and civil and criminal liability. In addition, certain laws,

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including the ADA, could require us to expend significant funds to make modifications to our restaurants if we failed to comply with applicable standards. Compliance with the aforementioned laws and regulations can be costly and can increase our exposure to litigation or governmental investigations or proceedings, which could have a material adverse effect on our business, financial condition and results of operation.

Failure to obtain and maintain required licenses and permits or to comply with food control regulations could lead to the loss of our food service licenses and, thereby, harm our business.

The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food. Such regulations are subject to change from time to time. The failure to obtain and maintain these licenses, permits and approvals could have a material adverse effect on our results of operations. Typically, licenses must be renewed annually and may be revoked, suspended or denied renewal for cause at any time if governmental authorities determine that our conduct violates applicable regulations. Difficulties or failure to maintain or obtain the required licenses and approvals could adversely affect our existing restaurants and delay or result in our decision to cancel the opening of new restaurants, which would have a material adverse effect on our business.

We are subject to substantial regulations regarding our sale and distribution of spirits, beer and wine.

Currently, the sale of distilled spirits, beer, and wine account for approximately 25% of the total Company revenue. The Company is required to operate in compliance with federal licensing requirements imposed by the TTB as well as licensing requirements of states and municipalities where its restaurants are or will be located. Failure to comply with federal, state or local regulations could cause the Company’s licenses to be revoked and forced to cease the brewing and/or sale of alcoholic beverages at its restaurants.

Additionally, state liquor laws may prevent or impede the expansion of the Company’s restaurants into certain markets. The liquor laws of certain states prevent the Company from selling beer brewed at its restaurant or micro-brewery wholesale or through self-distribution. Any difficulties, delays or failures in obtaining such licenses, permits or approvals could delay or prevent the opening of a restaurant in a particular area. In 2016, following an amendment to the Oklahoma Constitution, ABLE regulations thereunder were substantially rewritten with an effective date of October 1, 2018. Because these laws and regulations are new, there is little if any precedent for how they will be interpreted or applied, and there is consequently some uncertainty as to their impact on our business. Historically we have only brewed beer that contain 3.2% or less alcohol by volume, and prior to October 1, 2018, the brewing of beer that contain 3.2% or less alcohol by volume was not regulated by ABLE. Beginning October 1, 2018, our brewing operations became subject to the regulation by the State of Oklahoma and ABLE for the first time. Under the new Oklahoma law and ABLE regulations, our brewing operations are licensed as small brewers and the downtown brewery will also be licensed as a brewpub which will allow us to brew full strength beer and to self-distribute to our locations and locations with more than 50% common ownership with us.

The distribution and sale of beer has historically been subject to a continuously changing tax regime.

Historically, there has been significant variation in the taxation of beer sales. As recently as December 2017, the “Tax Cuts and Jobs Act” was passed by Congress which provided, among other things, a temporary reduction in federal excise taxes on beer to $3.50 per gallon for the first 60,000 barrels for domestic brewers producing fewer than 2 million barrels annually. Further, individual states also impose excise taxes on alcoholic beverages in varying amounts. In the future, the excise tax rate could be increased by either the federal or state governments. Future increases in excise taxes on alcoholic beverages could have a material adverse effect on our business and financial condition.

New information or attitudes regarding diet and health could result in changes in regulations on consumer consumption which could have an adverse effect on our business, financial condition and results of operations.

Regulations and consumer eating may change as a result of new information or attitudes regarding diet and health. Such changes may include responses to scientific studies on the health effects of particular food items or federal, state and local regulations that impact the ingredients and nutritional content of the food and beverages we offer. The success of our restaurant operations is dependent, in part, upon our ability to effectively respond to changes in any consumer attitudes or health regulations and our ability to adapt our menu offerings to trends in food consumption, especially fast-moving trends. If consumer health regulations or consumer eating changes significantly, we may choose or be required to modify or delete certain menu items, which may adversely affect the attractiveness of our restaurants

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to new or returning customers. While we generally find that changes in consumer eating occur slowly, providing us with sufficient time to adapt our restaurant concept accordingly, changes in consumer eating could occur rapidly, often in response to published research or study information, which puts additional pressure on us to adapt quickly. To the extent we are unwilling or unable to respond with appropriate changes to our menu offerings in an efficient manner, it could materially affect consumer demand and have an adverse impact on our business, financial condition and results of operations.

Government regulation and consumer eating may impact our business as a result of changes in attitudes regarding diet and health or new information regarding the adverse health effects of consuming certain menu offerings. These changes have resulted in, and may continue to result in, laws and regulations requiring us to disclose the nutritional content of our food offerings, and they have resulted, and may continue to result in, laws and regulations affecting permissible ingredients and menu offerings. A number of counties, cities and states have enacted menu labeling laws requiring multi-unit restaurant operators to disclose to consumers certain nutritional information, or have enacted legislation restricting the use of certain types of ingredients in restaurants, which laws may be different or inconsistent with requirements under the Patient Protection and Affordable Care Act of 2010 (the “PPACA”), which establishes a uniform, federal requirement for certain restaurants to post nutritional information on their menus. Although we are currently not required to post nutritional information on their menus, if in the future we grow to 20 or more locations, the PPACA will require us to publish the total number of calories of standard menu items on menus and menu boards, along with a statement that puts this calorie information in the context of a total daily calorie intake.

We may not be able to effectively respond to changes in consumer health perceptions, comply with further nutrient content disclosure requirements or adapt our menu offerings to trends which could have a material adverse effect on our business, financial condition and results of operations.

Changes in employment laws may adversely affect our business.

Various federal and state labor laws govern the relationship with our employees and impact operating costs. These laws include employee classification as exempt or non-exempt for overtime and other purposes, minimum wage requirements, unemployment tax rates, workers’ compensation rates, immigration status and other wage and benefit requirements. Significant additional government-imposed increases in the following areas could have a material adverse effect on our business, financial condition and results of operations:

•        minimum wages;

•        mandatory health benefits;

•        vacation accruals;

•        paid leaves of absence, including paid sick leave; and

•        tax reporting.

In addition, various states in which we operate are considering or have already adopted new immigration laws or enforcement programs, and the U.S. Congress and Department of Homeland Security from time to time consider and may implement changes to federal immigration laws, regulations or enforcement programs as well. Some of these changes may increase our obligations for compliance and oversight, which could subject us to additional costs and make our hiring process more cumbersome, or reduce the availability of potential employees. Although we require all workers to provide us with government-specified documentation evidencing their employment eligibility, some of our employees may, without our knowledge, be unauthorized workers. Unauthorized workers are subject to deportation and may subject us to fines or penalties, and if any of our workers are found to be unauthorized we could experience adverse publicity that negatively impacts our brand and may make it more difficult to hire and keep qualified employees. Termination of a significant number of employees who were unauthorized employees may disrupt our operations, cause temporary increases in our labor costs as we train new employees and result in additional adverse publicity. We could also become subject to fines, penalties and other costs related to claims that we did not fully comply with all recordkeeping obligations of federal and state immigration compliance laws. These factors could have a material adverse effect on our business, financial condition and results of operations.

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The effect of changes to healthcare laws in the United States may increase the number of employees who choose to participate in our healthcare plans, which may significantly increase our healthcare costs and negatively impact our financial results.

In 2010, the PPACA was signed into law in the United States to require health care coverage for many uninsured individuals and expand coverage to those already insured. We currently offer and subsidize a portion of comprehensive healthcare coverage, primarily for our salaried employees. The PPACA will require us to offer healthcare benefits to all full-time employees (including full-time hourly employees) that meet certain minimum requirements of coverage and affordability, or face penalties. We began to offer such benefits on October 1, 2015, and in 2016 incurred substantial additional expense due to an increased number of employees who elected to obtain coverage through our healthcare plan for which we subsidize in part. The Tax Cuts and Jobs Act passed on December 22, 2017 removed the tax penalty on an individual’s income tax starting in 2018, but any additional legislation regarding universal coverage may have a material adverse effect on our business, financial condition and results of operations. We provide healthcare coverage to qualifying employees of the licensed restaurants under our plans, and are reimbursed by for those costs by the licensed restaurants.

Risks Relating to Our Indebtedness

We have a significant amount of outstanding indebtedness owed to Praesidian Capital. Our failure to repay this indebtedness in a timely manner could have a material adverse effect on our company.

We have an outstanding credit facility with Praesidian Capital pursuant to which we owe Praesidian Capital $11,314,260 in principal, of which Praesidian Capital has agreed to convert $5 million in principal amount into our Series A Preferred Stock concurrently with our corporate conversion). The credit facility matures on June 30, 2020 and has a fixed interest rate of 10.5%. If we are unable to make timely payments of principal and interest on this credit facility, we will be deemed in default which will subject us to penalties under the facility and will have a material adverse impact on our company.

The terms of our credit facility may restrict our current and future operations, which could adversely affect our ability to respond to changes in our business and to manage our operations.

Our credit facility contains, and any additional debt financing we may incur would likely contain, covenants requiring us to maintain or adhere to certain financial ratios or limits and covenants that restrict our operations, including limitations on our ability to grant liens, incur additional debt, pay dividends, make certain investments and engage in certain merger, consolidation or asset sale transactions. Complying with these covenants could adversely affect our ability to respond to changes in our business and manage our operations. A failure by us to comply with the financial ratios and restrictive covenants contained in our credit facility and any future financing instruments could result in an event of default. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding to be due and payable and exercise other remedies as set forth in our credit facility and any future financing instruments. If the indebtedness under our credit facility and any future financing instruments were to be accelerated, our future financial condition could be materially adversely affected.

We may be unable to obtain debt or other financing on favorable terms or at all.

There are inherent risks in our ability to borrow. Our lenders may have suffered losses related to their lending and other financial relationships, especially because of the general weakening of the national economy, increased financial instability of many borrowers and the declining value of their assets. As a result, lenders may become insolvent or tighten their lending standards, which could make it more difficult for us to borrow under our senior secured credit facility, refinance our existing indebtedness or to obtain other financing on favorable terms or at all. Our financial condition and results of operations would be adversely affected if we were unable to draw funds under our senior secured credit facility because of a lender default or to obtain other cost-effective financing. Longer term disruptions in the capital and credit markets as a result of uncertainty, changing or increased regulation, reduced alternatives or failures of significant financial institutions could adversely affect our access to liquidity needed for our business. Any disruption could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other funding for our business can be arranged. Such measures could include deferring capital expenditures (including the opening of new restaurants) and reducing or eliminating other discretionary uses of cash.

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Risks Relating to Our Securities and this Offering

There is no existing market for our securities and we do not know if one will develop to provide you with adequate liquidity. Even if a market does develop following this offering, the stock prices in the market may not exceed the offering price.

Prior to this offering, there has not been a public market for our securities. We cannot assure you that an active trading market for our common stock will develop following this offering, or if it does develop, it may not be maintained. You may not be able to sell your shares quickly or at the market price if trading in our common stock is not active. The initial public offering price for the shares will be determined by negotiations between us and representatives of the underwriters and may not be indicative of prices that will prevail in the trading market following the completion of this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price you pay in this offering.

The market price of our common stock is likely to be highly volatile, and you could lose all or part of your investment.

The trading price of our common stock is likely to be volatile. This volatility may prevent you from being able to sell your shares at or above the price you paid for your shares. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:

•        variations in our operating performance and the performance of our competitors or restaurant companies in general;

•        actual or anticipated fluctuations in our quarterly or annual operating results;

•        publication of research reports by securities analysts about us or our competitors or our industry;

•        the public’s reaction to our press releases, our other public announcements and our filings with the SEC;

•        our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;

•        additions and departures of key personnel;

•        strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs, joint ventures, strategic investments or changes in business strategy;

•        the passage of legislation or other regulatory developments affecting us or our industry;

•        speculation in the press or investment community;

•        changes in accounting principles;

•        terrorist acts, acts of war or periods of widespread civil unrest;

•        natural disasters and other calamities; and

•        changes in general market and economic conditions.

In addition, the stock market in general, and the stock of restaurant companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our common stock, regardless of our actual operating performance. In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

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Our quarterly operating results may fluctuate significantly and could fall below the expectations of securities analysts and investors due to seasonality and other factors, some of which are beyond our control, resulting in a decline in our stock price.

Our quarterly operating results may fluctuate significantly because of several factors, including:

•        the timing of new restaurant openings and related expense;

•        restaurant operating costs for our newly-opened restaurants;

•        labor availability and costs for hourly and management personnel;

•        profitability of our restaurants, especially in new markets;

•        customer traffic based on timing of holidays;

•        changes in interest rates;

•        increases and decreases in average restaurant revenue and same store restaurant sales;

•        impairment of long-lived assets and any loss on restaurant closures;

•        macroeconomic conditions, both nationally and locally;

•        negative publicity relating to the consumption of seafood or other products we serve;

•        changes in consumer preferences and competitive conditions;

•        expansion to new markets;

•        increases in infrastructure costs; and

•        fluctuations in commodity prices.

Unanticipated fluctuations in our quarterly operating results could result in a decline in our stock price.

The NASDAQ Capital Market may not list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We anticipate that our securities will be listed on The NASDAQ Capital Market, a national securities exchange, upon consummation of this offering. Although, after giving effect to this offering, we expect to meet, on a pro forma basis, The NASDAQ Capital Market’s minimum initial listing standards, which generally mandate that we meet certain requirements relating to stockholders’ equity, market capitalization, aggregate market value of publicly held shares and distribution requirements, we cannot assure you that we will be able to meet those initial listing requirements. If The NASDAQ Capital Market does not list our securities for trading on its exchange, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our securities;

•        reduced liquidity with respect to our securities;

•        a determination that our shares of common stock are “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock;

•        a limited amount of news and analyst coverage for our company; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Assuming our common stock will be listed on The NASDAQ Capital Market, our common stock will be covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate

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or bar the sale of covered securities in a particular case. Furthermore, if we were no longer listed on The NASDAQ Capital Market, our common stock would not be covered securities and we would be subject to regulation in each state in which we offer our securities.

Our failure to meet the continued listing requirements of The NASDAQ Capital Market could result in a de-listing of our common stock.

If after listing we fail to satisfy the continued listing requirements of The NASDAQ Capital Market, such as the corporate governance requirements or the minimum closing bid price requirement, the NASDAQ Stock Market (or NASDAQ) may take steps to de-list our common stock. Such a de-listing would likely have a negative effect on the price of our common stock and would impair your ability to sell or purchase our common stock when you wish to do so. In the event of a de-listing, we would take actions to restore our compliance with NASDAQ’s listing requirements, but we can provide no assurance that any such action taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the NASDAQ minimum bid price requirement or prevent future non-compliance with NASDAQ’s listing requirements.

If our shares are delisted from The NASDAQ Capital Market and become subject to the penny stock rules, it would become more difficult to trade our shares.

The Securities and Exchange Commission (or SEC) has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not obtain or retain a listing on The NASDAQ Capital Market and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

We have no current plans to pay cash dividends on our common stock for the foreseeable future, and you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur, including our credit facility. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it and any potential investor who anticipates the need for current dividends should not purchase our securities. See the section entitled “Dividend Policy.”

There can be no assurance that we will ever provide liquidity to our investors through a sale of our company.

While acquisitions of restaurant holding companies like ours are not uncommon, potential investors are cautioned that no assurances can be given that any form of merger, combination, or sale of our company will take place following this offering, or that any merger, combination, or sale, even if consummated, would provide liquidity or a profit for our investors following this offering. You should not invest in our company with the expectation that we will be able to sell the business in order to provide liquidity or a profit for our investors.

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Our management will have broad discretion in how we use the net proceeds of this offering and might not use them effectively.

Our management will have considerable discretion over the use of proceeds from this offering. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner which you may consider most appropriate. Our management might spend a portion or all of the net proceeds from this offering in ways that our stockholders do not desire or that might not yield a favorable return. The failure by our management to apply these funds effectively could harm our business. Furthermore, you will have no direct say on how our management allocates the net proceeds of this offering. Until the net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

In making your investment decision, you should understand that we and the underwriters have not authorized any other party to provide you with information concerning us or this offering.

You should carefully evaluate all of the information in this prospectus before investing in our company. We may receive media coverage regarding our company, including coverage that is not directly attributable to statements made by our officers, that incorrectly reports on statements made by our officers or employees, or that is misleading as a result of omitting information provided by us, our officers or employees. We and the underwriters have not authorized any other party to provide you with information concerning us or this offering, and you should not rely on this information in making an investment decision.

Future sales by our stockholders may adversely affect our stock price and our ability to raise funds in new stock offerings.

Sales of our common stock in the public market following this offering could lower the market price of our common stock. Sales may also make it more difficult for us to sell equity securities or equity-related securities in the future at a time and price that our management deems acceptable or at all. Assuming our corporate conversion, of the 3,125,000 shares of common stock outstanding as of May 10, 2019, no shares are, or will be, freely tradable without restriction immediately after the consummation of this offering, but approximately 420,625 of these shares, representing shares not held by our “affiliates,” generally may be resold under SEC Rule 144 beginning 90 days from the effectiveness of the registration statement of which this prospectus forms a part, subject to any lock-up agreements entered into between such stockholder and Think Equity on behalf of the underwriters.

Additionally, we intend to register shares of common stock that are reserved for issuance under our 2019 Equity Incentive Plan. For more information, see the section entitled “Shares Eligible for Future Sale — Registration Statements on Form S-8.”

Sales of substantial amounts of our common stock in the public market after this offering, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future. Of the shares to be outstanding after this offering, the shares offered by this prospectus will be eligible for immediate sale in the public market without restriction by persons other than our affiliates.

You will experience immediate and substantial dilution as a result of this offering and may experience additional dilution in the future.

You will incur immediate and substantial dilution as a result of this offering. After giving effect to the sale by us of 1,875,000 shares of common stock offered in this offering at a public offering price of $8.00 per share (the mid-point of the range appearing on the front cover of this prospectus), and after deducting underwriting commissions and estimated offering expenses payable by us, investors in this offering can expect an immediate dilution of $6.46 per share, or approximately 81%, at the assumed public offering price. Additionally, to the extent that these warrants, or options we will grant to our officers, directors and employees, are ultimately exercised, you will sustain future dilution. We may also acquire new restaurants or finance strategic alliances by issuing equity, which may result in additional dilution to our stockholders. Following the completion of this offering, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our stockholders vote and,

28

in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior rights of holders of that preferred stock. See the section entitled “Dilution.”

We will incur significant increased costs as a result of operating as a public company and our management will be required to devote substantial time to new compliance initiatives.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, as well as rules subsequently implemented by the SEC and NASDAQ, has imposed various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we anticipate that compliance with these rules and regulations will increase our legal, accounting and financial compliance costs substantially. A number of those requirements will require us to carry out activities we have not done previously. For example, we will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, these rules and regulations may make our activities related to legal, accounting and financial compliance more difficult, time-consuming and costly and may also place undue strain on our personnel, systems and resources. Furthermore, if we identify any issues in complying with those requirements (for example, if we or our auditors identify a material weakness or significant deficiency in our internal control over financial reporting), we could incur additional costs rectifying those issues, and the existence of those issues could adversely affect us, our reputation or investor perceptions of us. If these requirements divert the attention of our management and personnel from other business concerns, they could have a material adverse effect on our business, financial condition and results of operations. For example, we expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantial costs to maintain our current levels of such coverage. We estimate the additional costs we may incur to respond to these requirements to range from $500,000 to $1,000,000 million annually, although unforeseen circumstances could increase actual costs. These increased costs will require us to divert a significant amount of money that we could otherwise use to expand our business and achieve our strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase our costs.

An investment in our company may involve tax implications, and you are encouraged to consult your own advisors as neither we nor any related party is offering any tax assurances or guidance regarding our company or your investment.

The formation of our company and our financings, as well as an investment in our company generally, involves complex federal, state and local income tax considerations. Neither the Internal Revenue Service nor any State or local taxing authority has reviewed the transactions described herein, and may take different positions than the ones contemplated by management. You are strongly urged to consult your own tax and other advisors prior to investing, as neither we nor any of our officers, directors or related parties is offering you tax or similar advice, nor are any such persons making any representations and warrants regarding such matters.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We will be subject to income taxes in the United States, and our domestic tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

•        changes in the valuation of our deferred tax assets and liabilities;

•        expected timing and amount of the release of any tax valuation allowances;

•        tax effects of stock-based compensation;

•        costs related to intercompany restructurings;

•        changes in tax laws, regulations or interpretations thereof; or

•        lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

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In addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

U.S. federal income tax reform could adversely affect us and holders of our shares.

On December 22, 2017, President Trump signed into law the “Tax Cuts and Jobs Act” which significantly revised the Internal Revenue Code of 1986, as amended. The new legislation, among other things, changes the U.S. federal income tax rates, imposes significant additional limitations on the deductibility of interest, allows the expensing of capital expenditures, and puts into effect the migration from a “worldwide” system of taxation to a territorial system. The impact of this new tax legislation, or of any future administrative guidance interpreting provisions thereof, on holders of our shares is uncertain and could be adverse. This prospectus does not discuss any such tax legislation or the manner in which it might affect holders of our shares. We urge prospective investors to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in our shares.

Changes to accounting rules or regulations may adversely affect the reporting of our results of operations.

Changes to existing accounting rules or regulations may impact the reporting of our future results of operations or cause the perception that we are more highly leveraged. Other new accounting rules or regulations and varying interpretations of existing accounting rules or regulations have occurred and may occur in the future. For example, in February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This update requires a lessee to recognize on the balance sheet the right-of-use assets and lease liabilities for leases with a lease term of more than twelve months. This update also requires additional disclosures about the amount, timing, and uncertainty of cash flows arising from leases. While the Company is still evaluating the guidance and the impact on its consolidated financial statements, we expect the adoption of this standard will have a significant impact on the Company’s consolidated balance sheet as we will recognize the right-of-use assets and liabilities for current operating leases, but will likely have an insignificant impact on the consolidated statement of operations or cash flows and overall liquidity. This and other future changes to accounting rules or regulations could have a material adverse effect on the reporting of our business, financial condition and results of operations.

Changes to estimates related to our property, fixtures and equipment or operating results that are lower than our current estimates at certain restaurant locations may cause us to incur impairment charges on certain long-lived assets, which may adversely affect our results of operations.

In accordance with accounting guidance as it relates to the impairment of long-lived assets, we make certain estimates and projections with regard to individual restaurant operations, as well as our overall performance, in connection with our impairment analyses for long-lived assets. When impairment triggers are deemed to exist for any location, the estimated undiscounted future cash flows are compared to its carrying value. If the carrying value exceeds the undiscounted cash flows, an impairment charge equal to the difference between the carrying value and the fair value is recorded. The projections of future cash flows used in these analyses require the use of judgment and a number of estimates and projections of future operating results. If actual results differ from our estimates, additional charges for asset impairments may be required in the future. If future impairment charges are significant, this could have a material adverse effect on our results of operations.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements, which could leave our stockholders without information or rights available to stockholders of more mature companies.

For as long as we remain an “emerging growth company”, we have elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to:

•        not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

•        taking advantage of an extension of time to comply with new or revised financial accounting standards;

•        reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

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•        exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We expect to take advantage of these reporting exemptions until we are no longer an “emerging growth company.” Because of these lessened regulatory requirements, our stockholders would be left without information or rights available to stockholders of more mature companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an “emerging growth company” our financial statements may not be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

If securities or industry analysts do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding our common stock adversely, the price of our common stock and trading volume could decline.

The trading market for our common stock may be influenced by the research and reports that securities or industry analysts may publish about us, our business, our market or our competitors. If any of the analysts who may cover us change their recommendation regarding our common stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover us was to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the price of our common stock or trading volume to decline.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay or prevent a change in control of our company and may affect the trading price of our common stock.

Upon the completion of our anticipated corporate conversion, we will be a Delaware corporation. The anti-takeover provisions of the Delaware General Corporation Law may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change in control would be beneficial to our existing stockholders. Our certificate of incorporation and bylaws may discourage, delay or prevent a change in our management or control over us that stockholders may consider favorable. For example, our board of directors has the right to issue preferred stock without stockholder approval that could be used to dilute a potential hostile acquirer. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of the company may be unsuccessful. In addition, our certificate of incorporation and bylaws will:

•        provide that vacancies on our board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

•        provide that special meetings of stockholders may only be called by our Chairman and/or President, our board of directors or a super-majority (66 2/3%) of our stockholders;

•        place restrictive requirements (including advance notification of stockholder nominations and proposals) on how special meetings of stockholders may be called by our stockholders;

•        not provide stockholders with the ability to cumulate their votes; and

•        provide that only a super-majority of our stockholders (66 2/3%) may amend our bylaws.

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Failure to establish and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We are not currently required to comply with the rules of the SEC implementing Section 404 of the Sarbanes-Oxley Act and therefore are not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. Though we will be required to disclose changes made in our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. Our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer an emerging growth company and are an accelerated or large accelerated filer.

To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. In addition, we may identify material weaknesses in our internal control over financial reporting that we may not be able to remediate in time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404.

If we identify weaknesses in our internal control over financial reporting, are unable to comply with the requirements of Section 404 in a timely manner or to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations by the NASDAQ Capital Market on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

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Cautionary Note Regarding Forward-Looking Statements

This prospectus contains “forward-looking statements” within the meaning of the federal securities laws, and that involve significant risks and uncertainties. We intend the forward-looking statements to be covered by the safe harbor for forward-looking statements in these sections. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to significant risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to:

•        difficulties executing our growth strategy and opening new restaurants that are profitable;

•        ineffectively competing in our industry;

•        difficulties maintaining increases in average restaurant revenue and same store restaurant sales;

•        increases in food and supply costs or failure to receive frequent deliveries of food ingredients and other supplies;

•        limited control over Remington Park operations and operations of licensed restaurants;

•        negative publicity relating to one of our restaurants, including one of licensed restaurants;

•        the impact of governmental laws and regulation;

•        food safety and foodborne illness concerns;

•        changes in economic conditions and adverse weather and other unforeseen conditions, especially in Oklahoma;

•        new information or attitudes regarding diet and health;

•        difficulties with certain vendors, suppliers and distributors we rely on or will rely on;

•        failure to maintain our corporate culture as we grow and changes in consumer recognition of our brand;

•        changes in senior management, loss of one or more key personnel or an inability to attract, hire, integrate and retain highly skilled personnel;

•        labor shortages, unionization activities, labor disputes or increased labor costs, including increased labor costs resulting from minimum wage increases; and

•        inadequately protecting our intellectual property or breaches of security of confidential consumer information.

The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those anticipated in the forward-looking statements due to a number of factors, including those set forth above under “Risk Factors” and elsewhere in this prospectus. The factors set forth above under “Risk Factors” and other cautionary statements made in this prospectus should be read and understood as being applicable to all related forward-looking statements wherever they appear in this prospectus. The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained above and throughout this prospectus.

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Use of Proceeds

We estimate that the net proceeds from the sale of the shares of common stock we are offering will be approximately $13.2 million based on an assumed offering price of $8.00 per share (which represents the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus). If the underwriters fully exercise the over-allotment option, the net proceeds of the shares we sell will be approximately $15.2 million. “Net proceeds” is what we expect to receive after deducting the underwriting discount and commission and estimated offering expenses payable by us.

Each $1.00 increase (decrease) in the assumed offering price of $8.00 would increase (decrease) the net proceeds to us from this offering by approximately $1.810 million, after deducting estimated underwriting discount and commission and estimated offering expenses payable by us, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. Each increase of 100,000 shares in the number of shares offered by us at the assumed public offering price would increase the net proceeds to us in this offering by approximately $730,000. Similarly, each decrease of 100,000 shares in the number of shares offered by us at the assumed public offering price would decrease the net proceeds to us from this offering by approximately $730,000. A change in the offering price or the number of shares by these amounts could have a material effect on our uses of the proceeds from this offering, and it may impact the amount of time prior to which we will need to seek additional capital.

We intend to use the net proceeds of this offering primarily to acquire 71st Street (as described in more detail elsewhere in this prospectus), repay related party notes (see “Certain Relationships and Related Party Transactions” for details regarding the specific related party indebtedness), repay a promissory note held by a non-affiliated individual (such promissory note matures on December 31, 2019 and bears interest at a rate of 10% per annum), invest in or acquire companies that are synergistic with or complementary to our business (including, potentially, our licensed restaurants — though we have no contractual right to acquire these restaurants and there has not been any negotiation pertaining to the acquisition of such restaurants) and for working capital and other general corporate purposes.

We anticipate an approximate allocation of the use of net proceeds as follows:

Use of Net Proceeds

 

$
(in millions)*

 

%

Acquisition of 71st Street

 

.85

 

7

Repayment of Related Party Indebtedness

 

2.11

 

16

Repayment of Promissory Note

 

.15

 

1

Acquisition of Synergistic Companies, Working Capital and General
Corporate Purposes

 

9.89

 

76

Total

 

13.0

 

100

____________

*        Assuming the over-allotment option is not exercised.

While we expect to use the net proceeds for the purposes described above, the amounts and timing of our actual expenditures, other than the acquisition of 71st Street, will depend upon numerous factors, including the aggregate amount raised in this offering. The expected net proceeds from the sale of the shares offered hereby, if added to our current cash and cash equivalents is anticipated to be sufficient to fund our operations for at least the next 12 months. In the event that our plans change, our assumptions change or prove to be inaccurate, or the net proceeds of this offering are less than as set forth herein or otherwise prove to be insufficient, it may be necessary or advisable to reallocate proceeds or curtail expansion activities, or we may be required to seek additional financing or curtail our operations. As a result of the foregoing, our success will be affected by our discretion and judgment with respect to the application and allocation of the net proceeds of this offering.

Pending their use, we plan to invest the net proceeds from this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

34

Dividend Policy

We have never declared or paid any cash dividends on our equity interests and we do not anticipate paying any cash dividends in the foreseeable future. The payment of dividends, if any, in the future is within the discretion of our board of directors and will depend on our earnings, capital requirements and financial condition and other relevant facts. We currently intend to retain all future earnings, if any, to finance the development and growth of our business.

35

Corporate Conversion

Immediately prior to the effectiveness of the registration statement of which this prospectus forms a part, we will convert Bricktown Brewery Restaurants LLC from an Oklahoma limited liability company to a Delaware corporation pursuant to a statutory conversion and change its name to Bricktown Restaurant Group, Inc. As a result of the corporate conversion, all of the units of membership interest held by the existing members of Bricktown Brewery Restaurants LLC will be converted into shares of common stock of Bricktown Restaurant Group, Inc. pursuant to a conversion ratio of 0.3125 shares of Bricktown Restaurant Group, Inc. common stock for each Bricktown Brewery Restaurants LLC unit of membership interest previously held. Accordingly, 10,000,000 Bricktown Brewery Restaurants LLC units of membership interest issued and outstanding immediately prior to the corporate conversion will be converted into 3,125,000 shares of Bricktown Restaurant Group, Inc. common stock.

In connection with the corporate conversion, Bricktown Restaurant Group, Inc. will continue to hold all property of Bricktown Brewery Restaurants LLC and will assume all of the debts and obligations of Bricktown Brewery Restaurants LLC. Bricktown Restaurant Group, Inc. will be governed by a certificate of incorporation filed with the Delaware Secretary of State and bylaws, the material portions of which are described in “Description of Capital Stock.” On the effective date of the corporate conversion, the persons appointed by the members of Bricktown Brewery Restaurants LLC will become the members of the board of directors of Bricktown Restaurant Group, Inc. The purpose of the corporate conversion is to reorganize our corporate structure so that our company will continue as a corporation rather than a limited liability company following this offering, and so that our existing investors will own our common stock rather than equity interests in a limited liability company.

In order to consummate the corporate conversion, a Certificate of Conversion from a Limited Liability Company to a Corporation will be filed with the Secretary of State of the State of Delaware and Articles of Conversion from a Limited Liability Company to a Corporation will be filed with the Secretary of State of the State of Oklahoma.

Concurrently with the corporate conversion, Praesidian Capital, our largest creditor, has agreed to convert $5 million in principal amount of indebtedness into shares of non-convertible Series A Preferred Stock to be designated concurrently with our corporate conversion. For more information regarding the Series A Preferred Stock, see “Description of Capital Stock” beginning on page 74. We have further agreed with Praesidian Capital that upon the mutual agreement of the Company and Praesidian Capital, Praesidian Capital may convert an additional $2 million in principal amount of indebtedness provided that such determination is made prior to our corporate conversion.

36

Capitalization

The following table sets forth our cash and equivalents and capitalization as of December 30, 2018:

•        on an actual basis;

•        on a pro forma basis to give effect to our corporate conversion from a limited liability company to a corporation and, in connection therewith, (i) the conversion of 10,000,000 outstanding membership interests in our company issued and outstanding immediately prior to the conversion into an aggregate of 3,125,000 shares of common stock and (ii) the conversion of $5 million in principal amount of indebtedness held by Praesidian Capital into shares of non-convertible Series A Preferred Stock; and

•        on a pro forma as adjusted basis to additionally give effect to the sale of shares of our common stock in this offering, assuming an initial public offering price of $8.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us (without giving effect to the use of the proceeds from the initial public offering, see “Use of Proceeds”).

You should read the information in this table together with our financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.

 

As of December 30, 2018

   

Bricktown
Brewery
Restaurants
LLC and
Subsidiaries

 

Pro Forma
Corporate
Conversion

 

Adjustments(1)

 

Offering

 

Pro Forma
As
Adjusted

Cash and cash equivalents

 

$

1,074,948

 

 

 

 

 

 

 

 

 

 

$

13,318,465

 

 

$

14,393,413

Deferred offering costs

 

 

327,529

 

 

 

 

 

 

 

 

 

 

 

(327,529

)

 

 

Deferred income taxes

 

 

 

 

 

 

1,319,555

 

 

 

 

 

 

 

 

 

 

 

1,319,555

Current portion of long-term debt

 

 

111,826

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

111,826

Long-term debt, less current portion