GEN Restaurant Group signs optional $25M stock-sale deal

GENK's share-issuance ceiling can be exceeded with stockholder approval or if the average purchase price equals or exceeds the Base Price.

Rhea-AI Filing Summary

GEN Restaurant Group, Inc. (GENK) entered a stock purchase agreement giving it the option, not an obligation, to sell newly issued Class A common stock to Roth Principal Investments for an aggregate gross purchase price of up to $25,000,000. Sales may occur after the purchase conditions are met, including effectiveness of the resale registration statement, for up to 36 months from its Effective Date.

Nasdaq rules cap issuances at 6,776,399 shares, equal to 19.99% of Class A shares issued and outstanding immediately before signing, including Class A shares issuable upon exchange of issued and outstanding Class B shares. The cap does not apply if stockholders approve excess issuance or the average price paid equals or exceeds the Base Price. A separate 4.99% beneficial-ownership limit applies to Roth Principal Investments and its affiliates.

If shares are sold, GEN currently plans to use net proceeds for working capital and general corporate purposes, which may include consumer packaged goods expansion, new restaurants or debt repayment. Roth withholds 10% of each purchase price until aggregate withholdings reach its $500,000 maximum commitment fee. GEN also agreed to an initial total of $150,000 for fees and legal-cost reimbursements, plus up to $7,500 per fiscal quarter for legal fees.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.Potential issuance ceiling: 6,776,399 shares (19.99%), subject to stated exceptions.

Filing Explained

The September 29, 2026 agreement gives GEN, once conditions are met, the option—not an obligation—to sell newly issued shares at a discount to VWAP: 3.0% for market-open and intraday purchases, and 5.0% for pre-market and post-market purchases.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Maximum aggregate gross purchase price: $25,000,000 Maximum term: 36 months Exchange Cap: 6,776,399 shares +5 more

8 metrics

Maximum aggregate gross purchase price $25,000,000 Purchase agreement ceiling

Maximum term 36 months Beginning on the Effective Date

Exchange Cap 6,776,399 shares Nasdaq issuance cap, subject to stated exceptions

Exchange Cap percentage 19.99% Of Class A shares issued and outstanding immediately before execution, including shares issuable upon exchange of issued and outstanding Class B shares

Beneficial-ownership limit 4.99% Applies to Roth Principal Investments and its affiliates

Market Open and Intraday Purchase discount 3.0% Discount to the applicable VWAP

Pre-Market and Post-Market Purchase discount 5.0% Discount to the applicable VWAP

Maximum aggregate Commitment Fee $500,000 Withheld from purchase prices

Key Terms

VWAP, Exchange Cap, Commitment Fee, Market Open Purchase, +1 more

5 terms

VWAP financial

"volume weighted average price of the Class A Common Stock (“VWAP”)"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Exchange Cap regulatory

"the “Exchange Cap”"

Commitment Fee financial

"the maximum aggregate commitment fee (the “Commitment Fee”)"

A commitment fee is a charge a lender applies to a borrower for keeping a loan or line of credit available, even before any money is drawn. Think of it as a reservation fee for borrowing power; the borrower pays to ensure funds will be there when needed. Investors care because it adds to a company’s borrowing cost, affects cash flow and liquidity, and can signal lenders’ willingness to extend credit.

Market Open Purchase financial

"one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases"

Variable Rate Transactions financial

"specified “Variable Rate Transactions”"

FAQ

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

How much stock can GENK sell to Roth Principal Investments?

GEN Restaurant Group may direct purchases for an aggregate gross purchase price of up to $25,000,000 in newly issued Class A common stock. Sales are at the company's option, and it has no obligation to sell shares under the agreement.

What is the GENK share issuance cap under the agreement?

The Exchange Cap is 6,776,399 shares, equal to 19.99% of the Class A shares issued and outstanding immediately before execution, including shares issuable upon exchange of issued and outstanding Class B shares. Stockholder approval or an average purchase price at least equal to the Base Price removes the cap. Roth and its affiliates also may not beneficially own more than 4.99% of outstanding Class A shares.

How are GENK shares priced under the purchase agreement?

Market Open and Intraday Purchase prices use the applicable volume weighted average price (VWAP) less a fixed 3.0% discount. Pre-Market and Post-Market Purchase prices use the applicable VWAP less a fixed 5.0% discount. The agreement states there is no upper limit on the per-share price Roth could be obligated to pay.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/29/2026 - 05:20 PM Accepted by SEC EDGAR 09/29/2026 - 05:20 PM Learn about SEC filing dates

false 0001891856 0001891856 2026-09-29 2026-09-29

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): September 29, 2026

GEN Restaurant Group, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-41727		87-3424935
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11480 South Street, Suite 205 Cerritos, CA		90703
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (562) 356-9929

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:

☐ 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, par value $0.001 per share		GENK		The Nasdaq Stock Market LLC (The Nasdaq Global Market)

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 1.01 Entry into a Material Definitive Agreement.

On September 29, 2026, GEN Restaurant Group, Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) and a related Registration Rights Agreement (the “Registration Rights Agreement”), each dated as of September 29, 2026, with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company will have the right, in its sole discretion, to sell to Roth Principal Investments up to $25,000,000 of newly issued shares of the Company’s Class A common stock, par value $0.001 per share (the “Class A Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Class A Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.

Upon the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligation set forth in the Purchase Agreement (the initial satisfaction of such conditions, the “Commencement”, and the date on which the Commencement occurs, the “Commencement Date”), including that a registration statement registering under the Securities Act of 1933, as amended (the “Securities Act”), the resale by Roth Principal Investments of shares of Class A Common Stock issuable to it by the Company under the Purchase Agreement, which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement (the “Registration Statement”), is declared effective by the SEC (the date on which the initial Registration Statement is declared effective, the “Effective Date”), the Company will have the right, but not the obligation, from time to time in its sole discretion for a period of up to 36 months beginning on the Effective Date, to direct Roth Principal Investments to purchase up to a specified maximum amount of shares of Class A Common Stock, in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases (each, as defined below, and together, “Purchases”), by timely delivering written notice to Roth Principal Investments for each such Purchase in accordance with the Purchase Agreement on any trading day selected by the Company as the purchase date therefor (the “Purchase Date”), so long as (i) the closing sale price of Class A Common Stock on the trading day immediately prior to such Purchase Date is not less than a specified threshold price as set forth in the Purchase Agreement and (ii) all shares of Class A Common Stock subject to all prior Purchases effected by the Company under the Purchase Agreement, including all prior Purchases effected on the same Purchase Date, have been received by Roth Principal Investments at such time and in the manner set forth in the Purchase Agreement.

The purchase price of the shares of Class A Common Stock that the Company elects to sell to Roth Principal Investments in a Purchase pursuant to a timely delivered written notice in accordance with the Purchase Agreement after 7:30 a.m., New York City time and prior to 9:00 a.m. New York City time on the Purchase Date (a “Market Open Purchase”) will be determined by reference to the volume weighted average price of the Class A Common Stock (“VWAP”) during the period (the “Market Open Purchase Valuation Period”) beginning at the official open (or “commencement”) of the regular trading session on the Nasdaq Global Market on the applicable Purchase Date and ending at the earliest to occur of (i) such time of official close of the regular trading session, (ii) such time during such regular trading hour period, the trading volume threshold calculated in accordance with the Purchase Agreement is reached, and (iii) if the Company further specifies in the applicable purchase notice for such Market Open Purchase that a “limit order discontinue election” shall apply to such Market Open Purchase, such time the trading price of the

Class A Common Stock on the Nasdaq Global Market during such Market Open Purchase Valuation Period falls below the applicable minimum price threshold determined in accordance with the Purchase Agreement, less a fixed 3.0% discount to the VWAP for such Market Open Purchase Valuation Period.

In addition to the Market Open Purchases described above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Class A Common Stock, not to exceed certain limitations set forth in the Purchase Agreement that are similar to those applicable to Market Open Purchases (each, an “Intraday Purchase”), by timely delivering an irrevocable written notice of such Intraday Purchase to Roth Principal Investments after 10:00 a.m., New York City time (and after the Market Open Purchase Valuation Period for any earlier Market Open Purchase and the Intraday Purchase Valuation Period (defined below) for the most recent prior Intraday Purchase effected on the same Purchase Date, if applicable, have ended), and prior to 2:00 p.m., New York City time, on such Purchase Date.

The per share purchase price for the shares of Class A Common Stock that the Company elects to sell to Roth Principal Investments in an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a Market Open Purchase (including the same 3.0% discount to the applicable VWAP used to calculate the per share purchase price for a Market Open Purchase, as described above), provided that the VWAP for each Intraday Purchase effected on a Purchase Date will be calculated over different purchase valuation periods during the regular trading session on the Nasdaq Global Market on such Purchase Date than the Market Open Purchase Valuation Period applicable to a Market Open Purchase effected on such Purchase Date (if any), each of which will commence and end at different times on such Purchase Date and will not overlap with any other purchase valuation period on such Purchase Date (each, an “Intraday Purchase Valuation Period”).

In addition to the Market Open Purchases and Intraday Purchases described above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Class A Common Stock, not to exceed certain limitations set forth in the Purchase Agreement (each, a “Pre-Market Purchase”), by timely delivering an irrevocable written notice of such Pre-Market Purchase to Roth Principal Investments after 7:00 a.m., New York City time, and prior to 8:30 a.m., New York City time, on such Purchase Date.

The per share purchase price for the shares of Class A Common Stock that the Company elects to sell to Roth Principal Investments in a Pre-Market Purchase pursuant to the Purchase Agreement, if any, will be calculated in a similar manner as in the case of a Market Open Purchase, except with a fixed 5.0% discount to the applicable VWAP, provided that the VWAP for each Pre-Market Purchase effected on a Purchase Date will be calculated over different purchase valuation periods on the Nasdaq Global Market on such Purchase Date than the Market Open Purchase Valuation Period applicable to a Market Open Purchase effected on such Purchase Date (if any), each of which will commence and end at different times on such Purchase Date and will not overlap with any other purchase valuation period on such Purchase Date (each, a “Pre-Market Purchase Valuation Period”).

In addition to the Market Open Purchases, Intraday Purchases and Pre-Market Purchases described above, after the Commencement, the Company will also have the right, but not the obligation (subject to the continued satisfaction of the purchase conditions contained in the Purchase Agreement), to direct Roth Principal Investments to purchase, on any trading day that would qualify as a Purchase Date on which the Company may elect to effect a Market Open Purchase, whether or not a Market Open Purchase is effected by the Company on such trading day, a specified number of shares of Class A Common Stock, not to exceed certain limitations set forth in the Purchase Agreement (each, a “Post-Market Purchase”), by timely delivering an irrevocable written notice of such Post-Market Purchase to Roth Principal Investments after 4:05 p.m., New York City time, and prior to 5:00 p.m., New York City time, on such Purchase Date.

The per share purchase price for the shares of Class A Common Stock that the Company elects to sell to Roth Principal Investments in a Post-Market Purchase pursuant to the Purchase Agreement, if any, will be calculated in a similar manner as in the case of a Market Open Purchase, except with a fixed 5.0% discount to the applicable VWAP, provided that the VWAP for each Post-Market Purchase effected on a Purchase Date will be calculated over different purchase valuation periods on the Nasdaq Global Market on such Purchase Date than the Market Open Purchase Valuation Period applicable to a Market Open Purchase effected on such Purchase Date (if any), each of which will commence and end at different times on such Purchase Date and will not overlap with any other purchase valuation period on such Purchase Date (each, a “Post-Market Purchase Valuation Period,” and together with the Market Open Purchase Valuation Period, Intraday Purchase Valuation Period and Pre-Market Purchase Valuation Period, the “Valuation Period”).

There is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for the Class A Common Stock the Company may elect to sell to it in any Purchase under the Purchase Agreement. The purchase price per share of Class A Common Stock that the Company may elect to sell to Roth Principal Investments in a Purchase under the Purchase Agreement will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar transaction occurring during the applicable Valuation Period for such Purchase.

The Company will control the timing and amount of any sales of Class A Common Stock to Roth Principal Investments that it may elect, in its sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of Class A Common Stock to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Class A Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.

Under the applicable Nasdaq rules, in no event may the Company issue to Roth Principal Investments under the Purchase Agreement more than 6,776,399 shares of Class A Common Stock, which number of shares is equal to 19.99% of the shares of Class A Common Stock issued and outstanding immediately prior to the execution of the Purchase Agreement, including shares of Class A Common Stock issuable upon the exchange of issued and outstanding Class B common stock (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of Class A Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of Class A Common Stock that the Company directs Roth Principal Investments to purchase from the Company pursuant to the Purchase Agreement, if any, equals or exceeds the Base Price (which is equal to the Minimum Price (representing the Nasdaq official closing price of the Class A Common Stock on the trading day immediately preceding the date of the Purchase Agreement, as adjusted in accordance with applicable Nasdaq rules), plus an adjustment amount of $0.0738 per share), so that the Exchange Cap limitation will not apply to issuances and sales of Class A Common Stock pursuant to the Purchase Agreement.

In addition, the Company may not issue or sell any shares of Class A Common Stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of Class A Common Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding shares of Class A Common Stock.

The net proceeds from sales of Class A Common Stock by the Company to Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and prices at which the Company sells shares of Class A Common Stock to Roth Principal Investments under the Purchase Agreement. To the extent the Company elects to sell shares of Class A Common Stock to Roth Principal Investments under the Purchase Agreement from and after the Commencement Date, the Company currently plans to use any net proceeds therefrom for working capital and general corporate purposes, which may include expanding the Company’s consumer packaged goods business, opening new restaurants and repaying outstanding debt.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of the Class A Common Stock after the date of issuance, or the Company effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer, issue or sell Class A Common Stock or any securities exercisable, exchangeable or convertible into Class A Common Stock at a future determined price. The foregoing restriction is subject to certain limited exceptions set forth in the Purchase Agreement, including continued sales under the Company’s existing at-the-market offering program with Roth Capital Partners, LLC, subject to the limitations set forth therein.

Roth Principal Investments has agreed that during the term of the Purchase Agreement, none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments, will enter into or effect, directly or indirectly, either for Roth Principal Investments’ own principal account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Class A Common Stock or any hedging transaction, which establishes a net short position with respect to the Class A Common Stock.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for the purposes of such agreements, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Effective Date, (ii) the date on which Roth Principal Investments shall have purchased from the Company under the Purchase Agreement shares of Class A Common Stock for an aggregate gross purchase price of $25,000,000, (iii) the date on which the Class A Common Stock shall have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving the Company has been commenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property or the Company makes a general assignment for the benefit of its creditors.

The Company has the right to terminate the Purchase Agreement at any time after Commencement upon five business days’ prior written notice to Roth Principal Investments. The Company will not incur any termination penalty, except that if the Company terminates the Purchase Agreement within 90 days following the Effective Date, the Company will be obligated to pay Roth Principal Investments, in cash within three business days of such termination, the amount, if any, by which $500,000 exceeds the aggregate amount of the Commitment Fee previously withheld by Roth Principal Investments from the purchase prices paid for shares of Class A Common Stock. The Company’s right to terminate is also subject to its having paid all Commitment Fee amounts and legal fee reimbursements then required to be paid to Roth Principal Investments (“Limited Make-Whole”). The Company and Roth Principal Investments may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement will be effective during the pendency of any Purchase that has not then fully settled in accordance with the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign or transfer any of their respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by the Company or Roth Principal Investments from and after the date that is one trading day immediately preceding the date on which the initial Registration Statement is first filed with the SEC.

As consideration for Roth Principal Investments’ commitment to purchase shares of Class A Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, Roth Principal Investments will withhold an amount in cash equal to ten percent (10%) from the purchase price payable by Roth Principal Investments to the Company for shares of Class A Common Stock purchased in each Market Open Purchase, Intraday Purchase, Pre-Market Purchase and/or Post-Market Purchase, until the aggregate amount withheld

equals $500,000, representing the maximum aggregate commitment fee (the “Commitment Fee”) that may be earned by and paid to Roth Principal Investments pursuant to the Purchase Agreement. If the aggregate withholdings total less than $500,000, Roth Principal Investments will be entitled to such lesser amount only and the Company will have no obligation in respect of the difference except in the event of a Limited Make-Whole.

In addition, the Company agreed to pay or cause to be paid (a) $50,000 for fees required to be paid to Digital Offering as the qualified independent underwriter in this offering and (b) $100,000 as reimbursement for the reasonable and documented fees and disbursements of Roth Principal Investments’ legal counsel, for an initial total of $150,000. The Company also agreed to reimburse Roth Principal Investments up to $7,500 per fiscal quarter for the reasonable and documented fees and disbursements of Roth Principal Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.

The Company has engaged Digital Offering, LLC, a registered broker-dealer and FINRA member (“Digital Offering”), to be the qualified independent underwriter in connection with the offering to be registered under the Registration Statement and, in such capacity, participate in the preparation of the Registration Statement and exercise the usual standards of “due diligence” with respect thereto, in order for such offering to be in full compliance with the applicable rules and regulations of the Financial Industry Regulatory Authority, Inc. (“FINRA”), including FINRA Rule 5121. The Company has agreed to pay Digital Offering a cash fee of $50,000 as consideration for its services in connection with acting as the qualified independent underwriter in the offering to be registered under the Registration Statement. Digital Offering will receive no other compensation for acting as the qualified independent underwriter in connection with such offering.

The foregoing descriptions of the Purchase Agreement and the Registration Rights Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The shares of Class A Common Stock that may be issued pursuant to the Purchase Agreement will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor shall there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, relating to the Company’s business, including statements related to the satisfaction of the conditions to Roth Principal Investments’ purchase obligations and the intended use of any proceeds to the Company from the sale of shares of Class A Common Stock pursuant to the Purchase Agreement. These statements are often identified using words such as “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “may,” “will,” “should,” “could” or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties that may cause actual results to be materially different from those anticipated, believed, estimated, expected, or otherwise indicated. Accordingly, forward-looking statements are not guarantees of future results. Actual results could differ from those projected due to numerous factors and uncertainties. Although the Company believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, the Company can give no assurance that such statements will prove to be correct. Undue reliance should not be placed on the forward-looking statements, and investors should refer to the risk factors outlined in the Company’s filings with the SEC. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update these statements or the reasons why actual results could differ from those projected, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
10.1*		Common Stock Purchase Agreement, dated as of September 29, 2026, by and between GEN Restaurant Group, Inc. and Roth Principal Investments, LLC.
10.2*		Registration Rights Agreement, dated as of September 29, 2026, by and between GEN Restaurant Group, Inc. and Roth Principal Investments, LLC.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and attachments have been omitted. A copy of any omitted schedule or attachment will be furnished supplementally to the Securities and Exchange Commission upon request.

SIGNATURE

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 hereunto duly authorized.

				GEN RESTAURANT GROUP, INC.
Date: September 29, 2026				By:		/s/ Luke Hewko
						Luke Hewko
						Chief Financial Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 476.9 KB
• EX-10.2 EX-10.2 96.4 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB