UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
(Mark One)
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Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended June 29, 2025 or
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Commission File Number 0-12919
RAVE RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
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| Missouri | | 45-3189287 |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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| 3551 Plano Parkway | | |
| The Colony, Texas | | 75056 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code:
(469) 384-5000
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which
registered |
| Common Stock, $0.01 par value | RAVE | Nasdaq Capital Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer ☐ | Accelerated filer ☐ | Non-accelerated filer ☒ | Smaller reporting company ☒ |
| 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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of December 27, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting and non-voting common equity held by non-affiliates was approximately $28.3 million computed by reference to the price at which the common equity was last sold on the NASDAQ Capital Market.
As of November 6, 2025, there were 14,211,566 shares of the registrant’s common stock outstanding.
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Explanatory Note: This Amendment to the Annual Report on Form 10-K for Rave Restaurant Group, Inc. is being filed to include Exhibit 97.1, which was inadvertently left off the initial filing.
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PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
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1.1
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Amended and Restated Articles of Incorporation of Rave Restaurant Group, Inc. (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed January 8, 2015).
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1.2
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Amended and Restated Bylaws of Rave Restaurant Group, Inc. (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed January 8, 2015).
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4.1
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Description of Registrant's Securities. (filed as Exhibit 4.4 to Form 10-K for the fiscal year ended June 27, 2021 and incorporated herein by reference).
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10.1
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2015 Long Term Incentive Plan of the Company (filed as Exhibit 10.1 to Form 8-K filed November 20, 2014 and incorporated herein by reference).*
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10.2
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Form of Stock Option Grant Agreement under the Company’s 2015 Long Term Incentive Plan (filed as Exhibit 10.2 to Form 8-K filed November 20, 2014 and incorporated herein by reference).*
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10.3
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Form of Restricted Stock Unit Award Agreement under the Company’s 2015 Long-Term Incentive Plan (filed as Exhibit 10.1 to Form 10-Q for the fiscal quarter ended December 27, 2015 and incorporated herein by reference).*
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10.4
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Lease Agreement dated November 1, 2016, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.4 to Form 10-K for the year ended June 30, 2019 and incorporated herein by reference).*
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10.5
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First Amendment to Lease and Expansion dated July 1, 2017, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.5 to Form 10-K for the year ended June 30, 2019 and incorporated herein by reference).*
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10.6
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Second Amendment to Lease Agreement effective June 1, 2020, between A&H Properties Partnership and Rave Restaurant Group, Inc. (filed as Exhibit 10.6 to Form 10-K for the fiscal year ended June 27, 2021 and incorporated herein by reference).
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10.7
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Letter agreement dated October 18, 2019, between Rave Restaurant Group, Inc. and Brandon Solano (filed as Exhibit 10.1 to Form 8-K filed October 21, 2019 and incorporated herein by reference).*
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10.8
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Letter agreement dated March 25, 2024, between Rave Restaurant Group, Inc. and Jay Rooney (filed as Exhibit 10.1 to Form 8-K filed March 26, 2019 and incorporated herein by reference).*
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19.1
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Rave Restaurant Group, Inc. Insider Trading Policy (filed as the corresponding exhibit number with the registrant’s Form 10-K filed on September 25, 2025).
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21.1
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List of Subsidiaries (filed as Exhibit 21.1 to Form 10-K filed September 30, 2019 and incorporated herein by reference).*
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23.1
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Consent of Independent Registered Public Accounting Firm (filed as the corresponding exhibit number with the registrant’s Form 10-K filed on September 25, 2025).
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31.1
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Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer (filed as the corresponding exhibit number with the registrant’s Form 10-K filed on September 25, 2025).
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31.2
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Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer (filed as the corresponding exhibit number with the registrant’s Form 10-K filed on September 25, 2025).
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32.1
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Section 1350 Certification of Principal Executive Officer (filed as the corresponding exhibit number with the registrant’s Form 10-K filed on September 25, 2025).
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32.2
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Section 1350 Certification of Principal Financial Officer (filed as the corresponding exhibit number with the registrant’s Form 10-K filed on September 25, 2025).
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97.1
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Policy Regarding Recovery of Excessive Incentive Based Compensation (filed herewith)
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101
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Interactive data files pursuant to Rule 405 of Regulation S-T (filed as the corresponding exhibit number with the registrant’s Form 10-K filed on September 25, 2025).
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*Management contract or compensatory plan or agreement. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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Rave Restaurant Group, Inc.
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Date: November 6, 2025
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By: /s/ Brandon L. Solano
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Brandon L. Solano
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Chief Executive Officer
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(principal executive officer)
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By: /s/ Jay D. Rooney
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Jay D. Rooney
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Chief Financial Officer
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(principal financial officer)
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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s/ Brandon L. Solano
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Brandon L. Solano
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Chief Executive Officer
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(principal executive officer)
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November 6, 2025
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/s/ Jay D. Rooney
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Jay D. Rooney
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Chief Financial Officer
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(principal financial officer)
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November 6, 2025
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/s/ Mark E. Schwarz
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Mark E. Schwarz
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Director and Chairman of the Board
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November 6, 2025
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/s/ Robert B. Page
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Robert B. Page
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Director
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November 6, 2025
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/s/ William C. Hammett, Jr.
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William C. Hammett, Jr.
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Director
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November 6, 2025
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/s/ Clinton J. Coleman
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Clinton J. Coleman
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Director
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November 6, 2025
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