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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):
November 13, 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 7.01 Regulation FD Disclosure.
On or about September 29, 2025, FAT Brands Inc. (the
“Company”) entered into a confidentiality agreement (the “Confidentiality Agreement”) with certain holders (the
“Holders”) of notes issued by the special purpose, whole business securitization financing subsidiaries of the Company and
its subsidiary, Twin Hospitality Group Inc. The Confidentiality Agreement facilitated the Company’s ability to engage in discussions
with the Holders regarding one or more potential transactions involving a refinancing, restructuring or similar transaction with the Holders.
No agreement has been reached with the Holders at this time.
Pursuant to the Confidentiality Agreement, the Company
agreed to publicly disclose certain confidential information previously disclosed to the Holders (collectively, the “Cleansing Material”).
The Cleansing Material attached as Exhibit 99.1 hereto is being furnished in satisfaction of the Company’s disclosure obligations
under the Confidentiality Agreement.
The information included in this Current Report under
Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section,
nor shall it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless
of any general incorporation language in such filings.
Forward-Looking Statements
This Current Report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the future financial and
operating results of the Company and the terms of a potential modification of its securitization notes. Forward-looking statements are
subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult to predict
and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in such forward-looking
statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission, such as our reports
on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause our actual results
to differ materially from our current expectations and from the forward-looking statements contained in this Current Report. Except as
required under the United States federal securities laws and the rules and regulations of the SEC, the Company disclaims any intent or
obligation to update any forward-looking statements after the date of this Current Report, whether as a result of new information, future
events, developments, changes in assumptions or otherwise.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Cleansing Material |
| 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: November 13, 2025
| |
FAT Brands Inc. |
| |
|
|
| |
By: |
/s/ Kenneth J. Kuick |
| |
|
Kenneth J. Kuick |
| |
|
Chief Financial Officer |
