Current Report Filing (8-k)
September 12 2019 - 5:11PM
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):
September 5, 2019
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REGIONAL
BRANDS INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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33-13110-NY
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11-2831380
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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6060 Parkland Boulevard, Cleveland, Ohio
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44124
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (216) 825-4000
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(Former name or former address, if changed since last report.)
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Securities registered pursuant to Section 12(b) of the Exchange
Act: None.
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. below):
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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. ¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On September 5, 2019,
B.R. Johnson, LLC (“BRJ LLC”), a majority-owned subsidiary of Regional Brands Inc., entered into a First Amendment
Agreement (the “Amendment”) which amends the Credit and Security Agreement dated as of November 1, 2016 by and among
BRJ LLC, the lenders which are party thereto, and KeyBank National Association, as the agent for the lenders (as so amended, the
“Credit Agreement”).
The Amendment provides
for, among other things, an increase in the maximum borrowing amount available pursuant to the revolving credit facility under
the Credit Agreement from $6,000,000 to (1) $8,000,000 for the period beginning September 5, 2019 and ending December 31, 2019
and (2) $7,000,000 on January 1, 2020 and thereafter.
The foregoing description
of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached
to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The information set
forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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REGIONAL BRANDS INC.
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Date: September 12, 2019
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By:
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/s/ Fred DiSanto
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Name:
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Fred DiSanto
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Title:
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Chief Executive Officer
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