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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): October 9, 2025
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
8.01 Other Events.
On August 1, 2025, FAT Brands Inc. (the “Company”) and certain of its current and former directors
and officers entered into a settlement agreement with stockholders of the Company to resolve two lawsuits brought derivatively on behalf
of the Company in the Delaware Court of Chancery (the “Derivative Actions”). The Derivative Actions were filed in June 2021
(Case No. 2021-0511-NAC, relating to the Company’s December 2020 merger with Fog Cutter Capital Group), and March 2022 (Case No.
2022-0254-NAC, relating to the Company’s June 2021 recapitalization). The settlement agreement will resolve all claims asserted
against the defendants in the Derivative Actions without any liability or wrongdoing attributed to them personally or the Company. Under
the terms of the settlement agreement, the Company’s Board of Directors agreed to adopt and implement certain corporate governance
modifications. In addition, the Company’s insurers will pay to the Company $10 million, from which fees and expenses of plaintiffs’
counsel will be deducted, and Fog Cutter Holdings LLC will contribute 200,000 shares of Twin Hospitality Group Inc. to the Company.
The
Delaware Court of Chancery must approve the settlement of the Derivative Actions. Assuming that the settlement terms are approved, as
a result of the settlement, all of the claims asserted in the Derivative Actions will be dismissed. A copy of the Notice of Pendency
of Settlement of Derivative Actions is included as Exhibit 99.1 to this Current Report.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Notice of Pendency of Settlement of Derivative Actions |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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:
October 9, 2025
| |
FAT Brands Inc. |
| |
|
|
| |
By: |
/s/
Kenneth J. Kuick |
| |
|
Kenneth J. Kuick |
| |
|
Chief Financial Officer |
