false
0001705012
0001705012
2026-01-08
2026-01-08
0001705012
FAT:ClassCommonStockMember
2026-01-08
2026-01-08
0001705012
FAT:ClassBCommonStockMember
2026-01-08
2026-01-08
0001705012
FAT:SeriesBCumulativePreferredStockMember
2026-01-08
2026-01-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): January 8, 2026
FAT
Brands Inc.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-38250 |
|
82-1302696 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
9720
Wilshire Blvd., Suite 500
Beverly
Hills, CA |
|
90212 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (310) 319-1850
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock |
|
FAT |
|
The
Nasdaq Stock Market LLC |
| Class
B Common Stock |
|
FATBB |
|
The
Nasdaq Stock Market LLC |
| Series
B Cumulative Preferred Stock |
|
FATBP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item
3.01 | Notice
of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing. |
On
January 8, 2026, FAT Brands Inc. (the “Company”) received separate written notices (each, a “Notice”) from the
Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) that, for the period between November 20, 2025 and
January 7, 2026:
| ● | With
respect to the Company’s Class A Common Stock (Nasdaq: FAT), the Company was not in
compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2)
for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires
listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing
Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists
if the deficiency continues for a period of 30 consecutive business days. Based on the closing
bid price of the Class A Common Stock between November 20, 2025 and January 7, 2026, the
Class A Common Stock no longer meets the minimum bid price requirement. In accordance with
Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar
days, or until July 7, 2026, to regain compliance with the minimum bid price requirement.
The Notice states that the Nasdaq staff will provide written notification that the Company
has achieved compliance with Rule 5550(a)(2) if at any time before July 7, 2026, the closing
bid price of the Class A Common Stock is at least $1.00 for a minimum of ten consecutive
business days. |
| ● | With
respect to the Company’s Class A Common Stock (Nasdaq: FAT), the market value of listed
securities (“MVLS”) has been below the minimum requirement of $35 million for
continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a period
of 180 calendar days, or until July 7, 2026, to regain compliance with the MVLS requirement.
The Notice states that the Nasdaq staff will provide written notification that the Company
has achieved compliance with Rule 5550(b)(2) if at any time before July 7, 2026, the MVLS
of the Class A Common Stock closes at $35 million or more for a minimum of ten consecutive
business days. |
| ● | With
respect to the Company’s Class B Common Stock (Nasdaq: FATBB), the market value of
publicly held shares (“MVPHS”) closed below the $1,000,000 threshold required
for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(5).
In accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period
of 180 calendar days, or until July 7, 2026, to regain compliance with the MVPHS requirement
with respect to the Class B Common Stock. The Notice states that the Nasdaq staff will provide
written notification that the Company has achieved compliance with the MVPHS requirement
if at any time before July 7, 2026, the MVPHS of the Class B Common Stock closes at $1,000,000
or more for a minimum of ten consecutive business days. |
The
Notices have no immediate effect on the listing or trading of the Class A Common Stock or Class B Common Stock on The Nasdaq Capital
Market. However, there can be no assurance that the Company will be able to regain compliance with the Nasdaq Listing Rules with respect
to either the Class A Common Stock or Class B Common Stock during the compliance periods discussed above or during any subsequent extension
period. If the Company does not regain compliance with the minimum requirements of the Nasdaq Listing Rules discussed above, or does
not meet the other requirements for continued listing on The Nasdaq Capital Market with respect to its Class A Common Stock or Class
B Common Stock, one or both of such securities will be subject to delisting by Nasdaq. In such event, the Company may appeal the Nasdaq
staff’s determination to delist its securities, but there can be no assurance the Nasdaq staff would grant any request for continued
listing or extension of the compliance periods.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
Date:
January 9, 2026
| |
FAT
Brands Inc. |
| |
|
|
| |
By:
|
/s/
Kenneth J. Kuick |
| |
|
Kenneth
J. Kuick |
| |
|
Chief
Financial Officer |
