8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

September 9, 2021

 

good times restaurants inc.

(Exact name of registrant as specified in its charter) 

Nevada	000-18590	84-1133368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

651 Corporate Circle, Suite 200, Golden, CO 80401

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (303) 384-1400

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

x Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	GTIM	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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

Effective September 9, 2021, Ryan M. Zink, the Company’s President and Chief Executive Officer, has been appointed to the Company’s Board of Directors. Mr. Zink will not receive additional compensation in his role as director.

There are no arrangements or understandings between Mr. Zink and any other persons pursuant to which he was selected as a director. Mr. Zink has no family relationships with any of the Company’s directors or executive officers, and there are no transactions and no proposed transactions between Mr. Zink and the Company that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K. Additionally, there have been no changes to Mr. Zink’s compensatory plans or arrangements in connection with his appointment described herein.

Also on September 9, 2021, Robert J. Stetson notified the Company of his intention not to stand for re-election to the Company’s Board of Directors at the 2022 Annual Meeting of Shareholders (but will continue to serve as a director through the annual meeting). Mr. Stetson’s decision not to seek re-election is not a result of any disagreement with the Company or its management.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
99.1	Press Release issued on September 14, 2021, regarding the appointment of Mr. Zink to its Board of Directors
104	Cover Page Interactive Data File (formatted as Inline XBRL)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GOOD TIMES RESTAURANTS INC.
Date:  September 14, 2021	By:
		Ryan M. Zink
		President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

September 14, 2021 Nasdaq Capital Markets - GTIM

Good Times Restaurants Appoints Ryan M. Zink to the Board of Directors

(Golden, CO) September 14, 2021 – Good Times Restaurants Inc. (GTIM) (the “Company”), operator of Bad Daddy’s Burger Bar and Good Times Burgers & Frozen Custard, today announced the appointment of Ryan M. Zink, the Company’s President and Chief Executive Officer, to the Board of Directors, expanding its Board of Directors from four to five members. 

“As we continue to build on improving results, developing our brands and gaining an edge on consumer needs in a post-pandemic environment, Ryan’s appointment tics every box to bring these initiatives into reality,” said Geoff Bailey, Chairman of the Board. “Ryan offers a consumer-focused perspective in addition to his operations and finance knowledge, and we believe his experience and wise guidance through the turbulent events of the COVID-19 pandemic is evident in the Company’s improved operating results, making our decision to appoint him an obvious one.”

Ryan M. Zink has served as the Company’s President and Chief Executive Officer since April 2020. Prior to his appointment as Chief Executive Officer, Mr. Zink was the Company’s Acting Chief Executive Officer, a position he held beginning in October 2019 concurrently with his roles as the Company’s Chief Financial Officer and Treasurer, which he was initially appointed to in July 2017. Previously, Ryan held positions with INVISTA, a wholly-owned subsidiary of Koch Industries Inc., including as its Corporate Finance Director. Additionally, he served in various capacities with F&H Acquisition Corp., parent of the Fox and Hound, and Champps restaurant brands, including Senior Vice President of Finance, and as Chief Operating Officer for its Champps concept. 

About Good Times Restaurants Inc.: Good Times Restaurants Inc. owns, operates, franchises and licenses 41 Bad Daddy’s Burger Bar restaurants through its wholly-owned subsidiaries. Bad Daddy’s Burger Bar is a full-service “small box” restaurant concept featuring a chef-driven menu of gourmet signature burgers, chopped salads, appetizers and sandwiches with a full bar and a focus on a selection of local and craft beers in a high-energy atmosphere that appeals to a broad consumer base. Additionally, Good Times Restaurants Inc. operates and franchises a regional quick-service drive-thru restaurant chain consisting of 32 Good Times Burgers & Frozen Custard restaurants located primarily in Colorado. 

Forward-Looking Information

Certain statements and information included in this press release constitute "forward-looking statements." Such forward-looking statements include statements that look forward in time or express management’s beliefs, expectations or hopes. In particular, such statements include, without limitation, our belief regarding the benefits of the tender offer and its anticipated timing and funding. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements expressed or implied in such forward-looking statements.

These risks include material changes in our stock price and/or in market conditions in general, as well as risks impacting our business in general, such as the disruption to our business from the novel coronavirus (COVID-19) pandemic and the impact of the pandemic on our results of operations, financial condition and prospects, which may vary depending on the duration and extent of the pandemic and the impact of federal, state and local governmental actions and customer behavior in response to the pandemic, the impact and duration of staffing constraints at our restaurants, the uncertain nature of current restaurant development plans and the ability to implement those plans and integrate new restaurants, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the Risk Factors section of Good Times’ Annual Report on Form 10-K for the fiscal year ended September 29, 2020 filed with the SEC, and other filings with the SEC. Good Times disclaims any obligation or duty to update or modify these forward-looking statements.

Good Times Restaurants Inc CONTACTS:

Ryan M. Zink, President and Chief Executive Officer (303) 384-1411

Christi Pennington (303) 384-1440

Category: Financial

XML

Cover	Sep. 09, 2021
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Sep. 09, 2021
Entity File Number	000-18590
Entity Registrant Name	good times restaurants inc.
Entity Central Index Key	0000825324
Entity Tax Identification Number	84-1133368
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	651 Corporate Circle
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Golden
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80401
City Area Code	303
Local Phone Number	384-1400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	true
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	GTIM
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not applicable