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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):
February 10, 2026
________________________________________
RAVE RESTAURANT GROUP, INC.
(Exact name of registrant as specified in its charter)
________________________________________
| Missouri |
0-12919 |
45-3189287 |
| (State or Other Jurisdiction of |
(Commission File Number) |
(I.R.S. Employer Identification
No.) |
| Incorporation) |
|
|
3551 Plano Parkway, The
Colony, Texas 75056
(Address of Principal Executive Offices) (Zip Code)
(469) 384-5000
(Registrant's telephone number, including area code)
N/A
(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 |
| Common Stock, $0.01 par value |
RAVE |
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 (§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 4.01. Changes in Registrant’s Certifying
Accountants.
(a)
Effective February 10, 2026, Rave Restaurant Group, Inc. (the “Company”) dismissed Whitley Penn LLP (“Whitley
Penn”) as the Company’s independent registered public accounting firm. The decision to change accountants was approved
by the Audit Committee of the Company’s board of directors.
The reports of Whitley Penn on the
Company’s financial statements as of and for the fiscal years ended June 29, 2025, and June 30, 2024, did not contain an adverse
opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the
two fiscal years ended June 29, 2025, and the subsequent interim period preceding such dismissal, (i) there was no disagreement with Whitley
Penn on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreement,
if not resolved to the satisfaction of Whitley Penn, would have caused Whitley Penn to make reference to the subject matter of the disagreement
in connection with their reports, and (ii) there were no “reportable events” within the meaning of Item 304(a) (1)(v) of Regulation
S-K.
The Company has provided Whitley Penn
with a copy of the disclosures contained in this Form 8-K and has requested that Whitley Penn furnish to the Company a letter addressed
to the Securities and Exchange Commission stating whether Whitley Penn agrees with the statements contained herein and, if not, stating
the respects in which it does not agree. A copy of the letter from Whitley Penn concurring with the statements contained herein is attached
as Exhibit 16.1 to this Form 8-K.
(b)
Effective February 10, 2026, the Company engaged Bodwell Vasek Wells DeSimone, LLP P (“BVWD”) as the
independent registered public accounting firm to audit the Company’s financial statements. During the two fiscal years ended June
29, 2025, and the subsequent interim period preceding such appointment, the Company did not consult with
BVWD regarding (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company’s financial statements, or (ii) any matter that was either the subject of
a disagreement with BVWD or a “reportable event” within the meaning of Item 304(a)(1)(v) of Regulation S-K.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 16.1 |
|
Whitley Penn, LLP letter dated February 17, 2026 |
| 104 |
|
Cover Page
Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
RAVE RESTAURANT GROUP, INC. |
| |
|
| Date: February 17, 2026 |
By: /s/ Jay Rooney |
| |
Jay Rooney |
| |
Chief Financial Officer |
