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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 26, 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
1.03 | Bankruptcy
or Receivership. |
On
January 26, 2026 (the “Petition Date”), FAT Brands Inc. (“we”, “us” or the “Company”)
and each of its direct and indirect subsidiaries (collectively, the “Debtors”), commenced voluntary cases (the “Chapter
11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United
States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors are seeking joint
administration of the Chapter 11 Cases under the caption “In re FAT Brands Inc., et al.” The Debtors continue to operate
their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions
of the Bankruptcy Code and orders of the Bankruptcy Court. The Debtors have filed a number of customary motions seeking “first
day” relief intended to support operations during the Chapter 11 Cases.
The
Debtors will notice a hearing for January 28, 2026, or such other date as stated on the docket, to seek emergency relief with respect
to certain “first day” matters. Participation at the hearing will only be permitted by an audio and video connection. The
Debtors’ proposed claims and noticing agent has established a website (link below), which contains the Debtors’ filings on
the Bankruptcy Court’s docket as well as instructions for how to participate in the hearing by audio and video connection. In addition,
important information about the Chapter 11 Cases, including court filings and other information, may be found at that website. Such information
may be filed with the Bankruptcy Court without the filing of an accompanying Current Report on Form 8-K.
That
website contains third-party content and is provided for convenience only. The documents and other information available on that website
are not incorporated by reference into, and do not constitute a part of, this Current Report on Form 8-K. The website can be accessed
at: https://omniagentsolutions.com/FatBrands-TwinHospitality.
| Item
2.04. | Triggering
Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an
Off Balance Sheet Arrangement of a Registrant. |
The
commencement of the Chapter 11 Cases constitutes an event of default under certain of the Debtors’ debt instruments, including,
without limitation, the following:
| ● | approximately
$110 million in aggregate outstanding amount of FB Resid Holding I, LLC’s Secured Notes
(excluding notes retained by FAT Brands) pursuant to that certain Base Indenture, dated July
10, 2023 (the “Resid Indenture”), as amended and restated from time-to-time,
between FB Resid Holdings I, LLC and UMB Bank, National Association (“UMB”); |
| | | |
| ● | approximately
$201 million in aggregate outstanding amount of FAT Brands Royalty I, LLC’s Secured
Notes (excluding notes retained by FAT Brands) pursuant to that certain Base Indenture, dated
March 6, 2020 (the “Royalty Indenture”), as amended and restated from
time-to-time, between FAT Brands Royalty I, LLC and UMB; |
| | | |
| ● | approximately
$410 million in aggregate outstanding amount of FAT Brands GFG Royalty I, LLC’s Secured
Notes (excluding notes retained by FAT Brands) pursuant to that certain Base Indenture, dated
July 22, 2021 (the “GFG Indenture”), as amended and restated from time-to-time,
between FAT Brands GFG Royalty I, LLC and UMB; |
| | | |
| ● | approximately
$140 million in aggregate outstanding amount of FAT Brands Fazoli’s Native I, LLC’s
Secured Notes (excluding notes retained by FAT Brands) pursuant to that certain Base Indenture,
dated December 15, 2021 (the “Fazoli’s Indenture”), as amended and
restated from time-to-time, between FAT Brands Fazoli’s Native I, LLC and UMB; |
| | | |
| ● | approximately
$403 million in aggregate outstanding amount of Twin Hospitality I, LLC’s Secured Notes
(excluding notes retained by FAT Brands) pursuant to that certain Base Indenture, dated November
21, 2024 (the “Twin Indenture”) as amended and restated from time-to-time,
between Twin Hospitality I, LLC and UMB; |
| | | |
| ● | approximately
$2 million in aggregate outstanding amount pursuant to that certain unsecured Convertible
Subordinated Promissory Note dated June 19, 2019, as amended and restated from time-to-time,
between FAT Brands and Elevation Franchise Ventures, LLC; |
| | | |
| ● | approximately
$10 million in aggregate outstanding amount pursuant to that certain Loan Agreement dated
June 6, 2025, as amended and restated from time-to-time, between FAT Brands and Waterfall
Bridge Capital LLC; |
| ● | approximately
$18.75 million in aggregate outstanding amount pursuant to that certain Loan Agreement dated
January 20, 2026, as amended and restated from time-to-time, between HDOS Acquisition, LLC
and Insight Capital, LLC; |
| | | |
| ● | approximately
$6.2 million in aggregate outstanding amount pursuant to that certain Promissory Note dated
April 23, 2025, as amended and restated from time-to-time, between FAT Royalty Notes I, LLC
and Cadence Group Platform, LLC; |
| | | |
| ● | approximately
$8.4 million in aggregate outstanding amount pursuant to that certain Promissory Note dated
October 31, 2024, as amended and restated from time-to-time, between FAT GFG Notes I, LLC
and Cadence Group Platform, LLC; and |
| | | |
| ● | approximately
$4 million in aggregate outstanding amount pursuant to those certain Equipment Financing
Agreements, each as amended and restated from time-to-time, among various subsidiaries of
Twin Hospitality I, LLC and Amur Equipment Finance Inc. |
On
November 17, 2025, the Company received notices of acceleration with respect to indebtedness under the Royalty Indenture, the GFG Indenture,
the Fazoli’s Indenture, and the Twin Indenture, as reported by the Company in its Form 8-K filed on November 21, 2025. On November
25, 2025, the Company received a notice of acceleration with respect to indebtedness under the Resid Indenture, as reported by the Company
in its Form 8-K filed on December 2, 2025. In addition, notwithstanding any such prepetition acceleration, the filing of the Chapter
11 Cases alone would have accelerated the Company’s obligations under each of the debt instruments listed above. Any efforts to
enforce such payment obligations are automatically stayed as a result of the Chapter 11 Cases, and the creditors’ rights of enforcement
are subject to the applicable provisions of the Bankruptcy Code.
| Item
5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Election
of Independent Directors
Effective
January 26, 2026, the Board of Directors of the Company (the “Board”) increased the size of the Board from 14 to 15
persons and appointed two new independent directors to fill the vacancies on the Board. The new directors are Patrick Bartels and Neal
Goldman (the “Independent Restructuring Directors”). The Independent Restructuring Directors have also been appointed
to serve as members on a newly formed two-person Special Committee of the Board to oversee certain restructuring and related matters.
Patrick Bartels is the Managing Member of Redan Advisors LLC, a firm that provides fiduciary services, including board of director representation
and strategic planning advisory services for domestic and international public and private business entities. Prior to founding Redan
Advisors LLC, Mr. Bartels served as a senior investor in complex financial restructurings and process-intensive situations in North America,
Asia and Europe, and in a broad universe of industries. He has more than 20 years of industry experience and served as a Managing Principal
at Monarch Alternative Capital LP, a private investment firm that focused primarily on event-driven credit opportunities, from 2002 to
December 2018. Prior to Monarch, he served as Research Analyst for high yield investments at Invesco, where he analyzed primary and secondary
debt offerings of companies in various industries. Mr. Bartels began his career at PriceWaterhouse Coopers LLP, where he was a Certified
Public Accountant. He holds the Chartered Financial Analyst designation. Mr. Bartels received a Bachelor of Science degree in Accounting
and Finance from Bucknell University.
The
Board concluded that Mr. Bartels is qualified to serve as an independent director in accordance with the requirements of The Nasdaq Stock
Market LLC, the Securities and Exchange Commission (the “SEC”), and our governing documents. There is no arrangement
or understanding between Mr. Bartels and any other person pursuant to which Mr. Bartels was selected as a Director. There are no transactions,
relationships or agreements between Mr. Bartels and us that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated
under the Securities Exchange Act of 1934, as amended. Mr. Bartels does not have a family relationship with any member of the Board or
any of our executive officers.
Neal Goldman is the Chief Executive Officer and Managing Member of SAGE Capital Investments, LLC, a consulting firm that provides fiduciary
services, including board of director representation and strategic planning advisory services.
Prior
to this, Mr. Goldman was a Managing Director at Och Ziff Capital Management, L.P. from 2014 to 2016 and a Founding Partner of Brigade
Capital Management, LLC from 2007 to 2012, which he helped build to over $12 billion in assets under management. He previously served
as a Portfolio Manager at MacKay Shields, LLC and held various positions at Salomon Brothers, Inc., both as a mergers and acquisitions
banker and as an investor in the high yield trading group. Mr. Goldman is a seasoned executive with extensive public company board experience
and a deep background in strategic planning, financial management and corporate turnaround consulting across the technology and retail
industries, among others. Mr. Goldman received a Master of Business Administration from University of Illinois and a Bachelor of Arts
degree in English Literature from University of Michigan.
The
Board concluded that Mr. Goldman is qualified to serve as an independent director in accordance with the requirements of The Nasdaq Stock
Market LLC, the Securities and Exchange Commission, or the SEC, and our governing documents. There is no arrangement or understanding
between Mr. Goldman and any other person pursuant to which Mr. Goldman was selected as a Director. There are no transactions, relationships
or agreements between Mr. Goldman and us that would require disclosure pursuant to Item 404(a) of Regulation S-K promulgated under the
Securities Exchange Act of 1934, as amended. Mr. Goldman does not have a family relationship with any member of the Board or any of our
executive officers.
In
connection with the appointment of the Independent Restructuring Directors, we have agreed to pay to each of the Independent Restructuring
Directors independent director fees of (a) $40,000 per month, (b) a per diem amount of $7,500 under certain circumstances
outside the scope of normal Board duties, such as preparation for and/or attending depositions, and (c) reimbursement of all reasonable
and documented expenses incurred in connection with their service as Independent Restructuring Directors in each case until the termination
of their service as an Independent Restructuring Director.
| Item
7.01. | Regulation
FD Disclosure. |
On
January 26, 2026, the Company issued a press release announcing the commencement of the Chapter 11 Cases and related matters.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Appointment
of Chief Restructuring Officer and Deputy Chief Restructuring Officer
On
January 26, 2026, the Board appointed John DiDonato, Managing Director and Business Advisory Capability Leader of Huron Consulting Services
LLC (“Huron”), as Chief Restructuring Officer of the Company and its subsidiaries and Abhimanyu Gupta, Managing Director
of Huron, as Deputy Chief Restructuring Officer of the Company and its subsidiaries. Huron was previously engaged to support the Company’s
restructuring efforts.
Cautionary
Note Regarding the Company’s Securities
The
Company cautions that trading in its securities (including its common shares and notes) during the pendency of the Chapter 11 Cases is
highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship
to the actual recovery, if any, by holders of such securities in the Chapter 11 Cases. The Company expects that holders of Company’s
common shares of beneficial interest could experience a complete or significant loss on their investment, depending on the outcome of
the Chapter 11 Cases.
Forward-Looking
Statements
This
Current Report on Form 8-K contains statements that constitute forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. Also, whenever we use words such as “believe”, “expect”,
“anticipate”, “intend”, “plan”, “estimate”, “will”, “may” and
negatives or derivatives of these or similar expressions, we are making forward-looking statements. These forward-looking statements
are based upon our present intent, beliefs or expectations, but forward-looking statements are not guaranteed to occur and may not occur.
Actual results may differ materially from those contained in or implied by our forward-looking statements as a result of various factors
These forward-looking statements include, among others, statements about: the Company’s ability to obtain Bankruptcy Court approval
with respect to motions in the Chapter 11 Cases, including the “first day” relief being requested; the Company’s ability
to successfully consummate a restructuring; the expected effects of the Chapter 11 Cases on the Company’s business and the interests
of various stakeholders; the Company’s ability to continue operating in the ordinary course; the terms, effectiveness, and consummation
of a chapter 11 plan; the anticipated capital structure upon emergence; the expected treatment of claims; the potential cancellation
of the Company’s equity; the registration status of any new securities to be issued pursuant to a chapter 11 plan, and the timing
of any of the foregoing. Forward-looking statements are based on the Company’s current expectations, assumptions and estimates
and are subject to risk, uncertainties, and other important factors that are difficult to predict and that could cause actual results
to differ materially and adversely from those expressed or implied. These risks include, among others, those related to: the Company’s
ability to confirm and consummate a chapter 11 plan; the duration and outcome of the Chapter 11 Cases; the Company suffering from a long
and protracted restructuring; the impact of the Chapter 11 Cases on the Company’s operations, reputation and relationships with
tenants, lenders, and vendors; the Company having insufficient liquidity; the availability of financing during the pendency of, or after
completion of, the Chapter 11 Cases; the effectiveness of overall restructuring activities pursuant to the Chapter 11 Cases and any additional
strategies that the Company may employ to address its liquidity and capital resources and achieve its stated goals; the potential cancellation
of the Company’s equity; and the Company’s historical financial information not being indicative of its future performance
as a result of the Chapter 11 Cases.
The
information contained in the Company’s filings with the SEC, including under the caption “Risk Factors” in the Company’s
Annual Report on Form 10-K for the year ended December 29, 2024 and subsequent filings with the SEC, or incorporated herein or therein,
identifies other important factors that could cause differences from our forward-looking statements. The Company’s filings with
the SEC are available on the SEC’s website at www.sec.gov.
You
should not place undue reliance upon the Company’s forward-looking statements.
Except
as required by law, we do not intend to update or change any forward-looking statements as a result of new information, future events
or otherwise.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press
Release, dated January 26, 2026 |
| 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:
January 27, 2026
| |
FAT
Brands Inc. |
| |
|
|
| |
By:
|
/s/
Kenneth J. Kuick |
| |
|
Kenneth
J. Kuick |
| |
|
Chief
Financial Officer |
