Current Report Filing (8-k)
April 20 2020 - 08:01AM
Edgar (US Regulatory)
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)
April 14, 2020

(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.)
|
141 Union Boulevard, #400, Lakewood, CO 80228
(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) |
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¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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. ¨
Securities registered pursuant to Section 12(b) of the
Act:
Title
of each class |
|
Trading
Symbol(s) |
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Name of
each exchange on which
registered |
Common
Stock, $0.001 par value |
|
GTIM |
|
Nasdaq
Stock Exchange |
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Item 1.01. |
Entry Into a Material Definitive
Agreement. |
On April
14, 2020, Good Times Restaurants Inc. (the “Borrower”) and
each of its wholly-owned subsidiaries, as guarantors, entered into
a Consent and Forbearance Agreement effective March 31, 2020 (the
“Consent and Forbearance Agreement”) with respect to the Company’s
Credit Agreement (the “Original Credit Agreement”) with Cadence Bank,
N.A., as administrative agent (“Cadence”) entered into on September
8, 2016, as amended on September 11, 2017 by the First Amendment to
Credit Agreement (the “First Amendment”), as further amended on
November 2, 2018 by the Second Amendment to Credit Agreement (the
“Second Amendment”), as further amended on February 21, 2019 by the
Third Amendment to Credit Agreement (the “Third Amendment”), and
further amended on December 9, 2019 by the Fourth Amendment to
Credit Amendment (the “Fourth Amendment” and, together with the
Original Credit Agreement, the First Amendment, Second Amendment
and the Third Amendment, the “Credit Agreement”).
The
Borrower has informed Cadence that certain events of default may
occur as a result of Borrower’s failure to comply with certain
financial covenants for the fiscal quarter ended on or about March
31, 2020 (collectively, the “Potential Events of Default”).
Pursuant to the terms of the Consent and Forbearance
Agreement, during the Forbearance
Period (as defined below), Cadence agreed to
forbear from exercising any available rights and remedies under the
Credit Agreement to the extent such rights and remedies arise
exclusively as a result of the Potential Events of Default.
Further, Cadence agreed that it will consent to the Borrower’s
request to defer the principal payment (the “Payment Deferral”) on
the loans due on March 31, 2020 until the Maturity Date (as defined
in the Credit Agreement).
The
forbearance period (the “Forbearance Period”) will expire on the
earliest to occur of (a) any default or event of default other than
the Potential Events of Default, (b) the breach by the Borrower or
any guarantor of any covenant or provisions of the Consent
and Forbearance Agreement; and (c) 11:59 p.m.
(Eastern time) on June 30, 2020.
The forgoing description of the Consent and Forbearance Agreement
is qualified in its entirety by reference to the full text of the
Consent and Forbearance Agreement, a copy of which is filed in
Exhibit 10.1 to this current report on Form 8-K and is incorporated
by reference herein.
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Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 regarding the Consent and
Forbearance Agreement is incorporated by reference herein.
|
Item 9.01. |
Financial Statements and
Exhibits. |
(d) Exhibits.
*Filed herewith
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.
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GOOD TIMES RESTAURANTS
INC. |
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Date: April
20, 2020 |
By: |
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Ryan
M. Zink |
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Chief
Executive Officer,
Principal Financial Officer |
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EXHIBIT INDEX
Number |
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Description |
|
|
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10.1* |
|
Consent and
Forbearance Agreement, dated as of April 14, 2020 but effective
March 31, 2020 by and among Good Times Restaurants Inc., each of
its wholly-owned subsidiaries and Cadence Bank,
N.A. |
|
|
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10.2 |
|
Cadence
Bank Credit Agreement (previously filed as
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed
September 13, 2016 (File No. 000-18590) and incorporated herein by
reference) |
|
|
|
10.3 |
|
Cadence
Bank Security and Pledge Agreement (previously filed as
Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed
September 13, 2016 (File No. 000-18590) and incorporated herein by
reference) |
|
|
|
10.4 |
|
Cadence
Bank First Amendment to Credit Agreement (previously filed as
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed
September 12, 2017 (File No. 000-18590) and incorporated
herein by reference) |
|
|
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10.5 |
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Cadence
Bank Second Amendment to Credit Agreement (previously filed as
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed
November 2, 2018 (File No. 000-18590) and incorporated
herein by reference) |
|
|
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10.6 |
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Cadence
Bank Third Amendment to Credit Agreement (previously filed as
Exhibit 10.1 to the registrant’s Current Report on Form 10Q filed
May 10, 2019 (File No. 000-18590) and incorporated
herein by reference) |
|
|
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10.7 |
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Cadence
Bank Fourth Amendment to Credit Agreement (previously filed as
Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed
December 13, 2019 (File No. 000-18590) and incorporated
herein by reference) |
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