GEN Restaurant Group, Inc. (NASDAQ: GENK) launches $3.74M at-the-market offering

Rhea-AI Filing Summary

GEN Restaurant Group, Inc. entered into a Sales Agreement with Roth Capital Partners, LLC, allowing the company to offer and sell shares of its Class A common stock in an at the market offering having an aggregate offering amount of up to $3,740,000. Roth Capital Partners will act as sales agent or principal and use commercially reasonable efforts to execute sales under the program.

The agent will receive a 3.0% commission on gross proceeds from shares sold, and the company will also reimburse certain related expenses. GEN Restaurant Group may suspend sales at any time, and either party may terminate the agreement on five days’ written notice. Net proceeds are intended to fund expansion of the company’s consumer packaged goods business and for working capital and general corporate purposes, including potentially funding new restaurant openings.

Filing Explained

No shares are reported sold yet; later sales could increase the share count and reduce existing holders’ ownership percentage.

The August 10 8-K places GEN Restaurant Group’s arrangement at the authorization stage: it permits up to $3.74 million of Class A common-stock sales, but does not report a completed sale or proceeds.

The company is not obligated to sell shares and may suspend sales, so the disclosed amount is a ceiling rather than a committed financing. An at-the-market program permits gradual sales into the market; any completed sales would add shares and reduce existing holders’ percentage ownership absent offsetting changes.

For context, as of June 30, 2026, the company reported $5.93 million of cash and equivalents and a second-quarter operating cash outflow of $3.511 million, with the supplied comparison equaling 152 days of the last reported operating cash use.

Sources and calculations

• GEN Restaurant Group Form 8-K (2026-08-10)
• Form 8-K purpose (2026-07-17)
• At-the-market program definition (2026-07-17)
• Dilution definition (2026-07-17)
• Prospectus supplement purpose (2026-07-17)
• GEN Restaurant Group second-quarter 2026 fundamentals (2026Q2)

• Cash and equivalents vs quarterly operating cash outflow, in days of cash use $5,930,000 / ($3,511,000 / 90) = [object Object]

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

ATM capacity: $3,740,000 Agent commission: 3.0% Par value per share: $0.001 +3 more

6 metrics

ATM capacity $3,740,000 Aggregate offering amount of Class A common stock under the Sales Agreement

Agent commission 3.0% Commission on gross proceeds from sales of shares under the program

Par value per share $0.001 Par value of the company’s Class A common stock

Termination notice period 5 days Written notice required by either party to terminate the Sales Agreement

Registration statement number 333-296041 Form S-3 registration statement used for the ATM offering

Effectiveness date May 27, 2026 Date the Form S-3 registration statement was declared effective

Key Terms

at the market offering, Sales Agreement, prospectus supplement, emerging growth company, +1 more

5 terms

at the market offering financial

"Sales of the Shares... deemed to be an “at the market offering” as defined in Rule 415"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Sales Agreement financial

"entered into a Sales Agreement with Roth Capital Partners, LLC"

A sales agreement is a written contract that sets out the terms for selling goods, services, or assets, specifying price, delivery, payment schedule and responsibilities of each side. For investors it matters because it creates a predictable stream of revenue or cash obligations, clarifies timing and risk, and can change a company’s value or forecasts much like a signed order turns a customer’s verbal intent into a firm commitment.

prospectus supplement regulatory

"as supplemented by a prospectus supplement dated August 10, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

commercially reasonable efforts financial

"The Agent will use its commercially reasonable efforts... to sell"

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

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Understanding 8-K Material Events →

Available on EDGAR 08/10/2026 - 05:12 PM Accepted by SEC EDGAR 08/10/2026 - 05:11 PM Learn about SEC filing dates

FAQ

What did GENK disclose in its August 10, 2026 8-K filing?

GEN Restaurant Group, Inc. entered a Sales Agreement with Roth Capital Partners for an at-the-market program to sell up to $3,740,000 of Class A common stock under its existing Form S-3 shelf registration.

How large is GENK’s at-the-market offering with Roth Capital Partners?

The Sales Agreement permits GEN Restaurant Group, Inc. to sell Class A common stock with an aggregate offering amount of up to $3,740,000. Sales may occur from time to time as an at-the-market offering under Rule 415.

What fees will GENK pay under the Sales Agreement for the ATM program?

Roth Capital Partners will receive a 3.0% commission on gross proceeds from shares sold under the agreement, and GEN Restaurant Group, Inc. has also agreed to pay certain offering-related expenses incurred by the agent.

How does GENK plan to use proceeds from the $3.74M ATM facility?

GEN Restaurant Group, Inc. intends to use any net proceeds to fund expansion of its consumer packaged goods business and for working capital and general corporate purposes, which may include new restaurant openings.

Can GENK or the agent terminate the at-the-market Sales Agreement?

Yes. The Sales Agreement between GEN Restaurant Group, Inc. and Roth Capital Partners may be terminated by either party upon five days’ written notice, or earlier under certain specified circumstances within the agreement.

Under what registration is GENK’s ATM stock offering being made?

Sales under the at-the-market program will be made pursuant to GEN Restaurant Group, Inc.’s Form S-3 registration statement No. 333-296041, declared effective on May 27, 2026, and a prospectus supplement dated August 10, 2026.

false 0001891856 0001891856 2026-08-10 2026-08-10

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): August 10, 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 August 10, 2026, GEN Restaurant Group, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (the “Agent”). Pursuant to the terms of the Sales Agreement and the Prospectus Supplement (as defined below), the Company may offer and sell shares of the Company’s Class A common stock, $0.001 par value per share (the “Shares”), having an aggregate offering amount of up to $3,740,000 from time to time through the Agent, acting as sales agent or principal. The Agent will use its commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell on the Company’s behalf all of the Shares requested to be sold by the Company, subject to the terms and conditions of the Sales Agreement. Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Agent will be entitled to a commission from the Company of 3.0% of the gross proceeds from the sale of Shares sold under the Sales Agreement. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering. The Company is not obligated to sell any Shares under the Sales Agreement and may at any time suspend sales thereunder. The Company intends to use any net proceeds from the offering to fund the expansion of its consumer packaged goods business and for working capital and general corporate purposes, which may include funding new restaurant openings.

The Shares will be sold pursuant to the Company’s registration statement on Form S-3 (File No. 333-296041), including the related prospectus, that was filed with the Securities and Exchange Commission, and declared effective on May 27, 2026, as supplemented by a prospectus supplement dated August 10, 2026 (the “Prospectus Supplement”). This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

The Sales Agreement contains customary representations, warranties and agreements of the Company and the Agent, indemnification rights and obligations of the parties and termination provisions. The Sales Agreement may be terminated by either the Company or the Agent upon five (5) days’ written notice, or earlier under certain circumstances. The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

A copy of the opinion of Faegre Drinker Biddle & Reath LLP, counsel to the Company, relating to the legality of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith.

Exhibit Number		Description
5.1		Opinion of Faegre Drinker Biddle & Reath LLP.
10.1		Sales Agreement, dated August 10, 2026, by and between GEN Restaurant Group, Inc. and Roth Capital Partners, LLC.
23.1		Consent of Faegre Drinker Biddle & Reath LLP (included in Exhibit 5.1 hereto).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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 hereunto duly authorized.

				GEN RESTAURANT GROUP, INC.
Date: August 10, 2026				By:		/s/ Luke Hewko
						Luke Hewko
						Chief Financial Officer

2

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 185.9 KB

Other Documents

• EX-5.1 EX-5.1 11.9 KB
• 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