FAT Brands gets Nasdaq listing deficiency notice

Rhea-AI Filing Summary

FAT Brands Inc. reported that on January 8, 2026 it received separate written notices from Nasdaq’s Listing Qualifications Staff indicating that its Class A Common Stock and Class B Common Stock were not in compliance with certain Nasdaq listing requirements during a period between November 2025 and January 2026.

The company stated that these Nasdaq notices have no immediate effect on the listing or trading of either class of common stock on The Nasdaq Capital Market. However, FAT Brands explained that if it does not regain compliance with the applicable minimum Nasdaq listing requirements or other continued listing standards within the referenced compliance or extension periods, one or both classes of common stock could be delisted.

The company noted it would have the right to appeal any Nasdaq determination to delist its securities, but there is no assurance that Nasdaq staff would grant any request for continued listing or additional time to regain compliance.

Positive

• None.

Negative

• Nasdaq listing deficiency notices for FAT Brands’ Class A and Class B common stock create a stated risk that one or both securities could be delisted if compliance is not regained.

Insights

Equity and listing-standards analyst

Nasdaq non-compliance notices introduce clear delisting risk for FAT’s common shares.

FAT Brands Inc. disclosed that Nasdaq’s Listing Qualifications Staff issued written notices citing non-compliance for its Class A and Class B common stock over a defined period. While trading on The Nasdaq Capital Market continues for now, the company explicitly ties these notices to minimum Nasdaq listing requirements for each class of common stock.

The key risk is that failure to regain compliance within the stated compliance or extension periods could lead to delisting of one or both classes. The company highlights that it may appeal any delisting determination, but also states there is no assurance Nasdaq will grant continued listing or additional time. This combination of ongoing trading status with an explicitly acknowledged delisting pathway makes the development clearly adverse from a market-access perspective.

If delisting ultimately occurred, it could affect liquidity and accessibility of FAT Brands’ shares, although the specific financial or operational remedies the company may pursue are not described in the excerpt. Subsequent company communications and regulatory updates would clarify whether compliance is restored or whether Nasdaq moves toward a formal delisting decision.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did FAT Brands (FAT) disclose in this 8-K?

FAT Brands Inc. disclosed that on January 8, 2026 it received separate written notices from Nasdaq’s Listing Qualifications Staff indicating its Class A Common Stock and Class B Common Stock were not in compliance with certain Nasdaq listing requirements during a period between November 2025 and January 2026.

Are FAT Brands’ Class A (FAT) and Class B (FATBB) shares still trading on Nasdaq?

Yes. The company stated that the Nasdaq notices have no immediate effect on the listing or trading of the Class A Common Stock and Class B Common Stock on The Nasdaq Capital Market.

What happens if FAT Brands does not regain Nasdaq listing compliance?

FAT Brands explained that if it does not regain compliance with the minimum Nasdaq listing requirements or other continued listing standards within the relevant compliance or extension periods, one or both classes of its common stock will be subject to potential delisting by Nasdaq.

Can FAT Brands appeal a potential Nasdaq delisting?

Yes. The company said that if Nasdaq determines to delist its securities, FAT Brands may appeal that determination. However, it also cautioned there can be no assurance that Nasdaq staff would grant any request for continued listing or an extension of the compliance periods.

Which FAT Brands securities are referenced in the Nasdaq notices?

The disclosure specifically references Nasdaq notices related to FAT Brands’ Class A Common Stock and Class B Common Stock, both listed on The Nasdaq Capital Market.

Does this filing mention any impact on FAT Brands’ preferred stock?

The disclosure focuses on Nasdaq notices involving FAT Brands’ Class A Common Stock and Class B Common Stock. It does not describe Nasdaq actions regarding the company’s preferred stock in the excerpt provided.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 01/09/2026 - 04:35 PM Learn about SEC filing dates

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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