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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported) |
September 30, 2025 |
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Good Times Restaurants Inc. |
(Exact name of registrant as specified in its charter) |
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Nevada |
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000-18590 |
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84-1133368 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
651 Corporate Circle, Suite 200, Golden, CO 80401 |
(Address of principal executive offices including zip code) |
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Registrant’s telephone number, including area code: (303) 384-1400 |
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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 Instruction A.2.):
| ☐ | 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 |
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Trading
Symbol(s) |
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Name of each exchange
on which registered |
Common Stock, $0.001 par value |
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GTIM |
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Nasdaq Capital Market |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 30, 2025, Good Times Restaurants
Inc. (the “Company”) and each of its wholly owned subsidiaries, as guarantors, entered into a Third Amendment to Credit Agreement
and Consent (the “Amendment”) with respect to the Company’s Amended and Restated Credit Agreement with Cadence Bank
(“Cadence”), as Administrative Agent and Lender, entered into on April 20, 2023, as amended on May 22, 2024 and May 30, 2024
(collectively, the “Credit Agreement”).
The Amendment provides for Cadence’s consent
to the closure of two Bad Daddy’s restaurants located in Roswell, Georgia and Broomfield, Colorado and the termination of leases
related thereto (the “Restaurant Closures”). In connection with the Restaurant Closures, the Amendment, among other things,
amends the Credit Agreement to amend the definitions of “Applicable Rate”, “Consolidated EBITDA,” “Consolidated
Fixed Charge Coverage Ratio”, and amends the Consolidated Leverage Ratio covenant contained in Section 7.11(a) of the Credit Agreement
and the Restricted Payments covenant contained in Section 7.06 of the Credit Agreement.
The foregoing description of the Amendment is
qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this current report
on Form 8-K and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information contained in Item 1.01 regarding the Amendment is incorporated
by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed
as part of this report.
Exhibit Number |
|
Description |
10.1 |
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Third Amendment to Credit Agreement dated September 30, 2025 by and among Good Times Restaurants Inc., each of its wholly owned subsidiaries and Cadence Bank, N.A. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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GOOD TIMES RESTAURANTS INC. |
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Date: |
October 3, 2025 |
By: |
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Ryan M. Zink |
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Chief Executive Officer |
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