RCI Hospitality raises $3.25M via 12% notes

RCI Hospitality Holdings, Inc. entered into a set of debt transactions involving its 12% unsecured promissory notes.

Rhea-AI Filing Summary

RCI Hospitality Holdings, Inc. entered into a set of debt transactions involving its 12% unsecured promissory notes. Existing investors holding a total principal of $2,800,000 agreed to extend the maturity of their notes, and two investors holding a total principal of $250,000 agreed to extend maturity and increase principal by $250,000. All prior notes, originally issued on November 1, 2023 and maturing October 1, 2026, were cancelled and replaced with amended and restated notes effective October 1, 2025.

RCI also issued $3,000,000 in new 12% unsecured promissory notes to three new investors on the same terms as the amended notes, resulting in $3,250,000 in new debt financing. The Series A 12% Unsecured Promissory Notes bear interest at 12% per year, pay interest-only monthly in arrears, and require a lump-sum payment of principal plus accrued interest on October 1, 2028.

Insights

Credit & Capital Structure Analyst

RCI refinances and adds 12% unsecured debt maturing in 2028.

RCI Hospitality has reworked part of its existing 12% unsecured notes and added new capital on the same terms. Investors holding a combined principal of $3,050,000 in notes agreed to extend maturities, with $250,000 of that representing an increase in principal. In parallel, three new investors purchased an additional $3,000,000 of these notes.

The company states that total new debt financing from these transactions is $3,250,000. All the Series A 12% Unsecured Promissory Notes carry a relatively high fixed coupon of 12%, pay interest-only monthly, and require a balloon repayment of principal and unpaid interest on October 1, 2028. This structure preserves near-term cash by avoiding amortization but concentrates repayment risk at maturity.

The transactions convert notes that would have matured on October 1, 2026 into obligations maturing on October 1, 2028, while layering in new unsecured debt at the same rate. Future disclosures in company filings may provide more context on how this debt fits alongside other borrowings and cash flows.

8-K Event Classification

4 items: 1.01, 1.02, 2.03, 9.01

4 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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

What did RCI Hospitality Holdings (RICK) announce in this 8-K?

RCI Hospitality Holdings entered into debt modification transactions on its 12% unsecured promissory notes and issued new 12% unsecured promissory notes, resulting in a combination of extended maturities and additional debt financing.

How much new debt financing did RCI Hospitality (RICK) raise?

RCI Hospitality stated that it raised a total of $3,250,000 in new debt financing through the combination of increased principal on existing notes and issuance of new 12% unsecured promissory notes.

What are the key terms of RCI Hospitality’s new Series A 12% Unsecured Promissory Notes?

The Series A 12% Unsecured Promissory Notes bear interest at 12% per year, pay interest-only monthly in arrears, and require a final lump-sum payment of principal plus accrued and unpaid interest on October 1, 2028.

How were RCI Hospitality’s existing 12% unsecured notes modified?

Seven investors holding $2,800,000 in principal agreed to extend maturities, and two investors holding $250,000 in principal agreed to extend maturities and increase principal by $250,000. Their prior notes were cancelled and replaced with amended and restated notes effective October 1, 2025.

When do RCI Hospitality’s new 12% unsecured notes mature?

The new and amended Series A 12% Unsecured Promissory Notes require a final lump-sum payment of principal and accrued interest on October 1, 2028.

Who are the investors in RCI Hospitality’s new 12% notes?

The filing states that the amended and restated notes were issued to nine existing investors and that $3,000,000 in new 12% unsecured promissory notes were issued to three new investors, but it does not list their names in the excerpt.

What prior maturity dates were changed by RCI Hospitality’s debt modification?

The previous promissory notes were originally issued on November 1, 2023 and had maturity dates of October 1, 2026; these were cancelled and replaced with new notes effective October 1, 2025 that mature on October 1, 2028.

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Accepted by SEC EDGAR 10/07/2025 - 04:28 PM Learn about SEC filing dates

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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): October 1, 2025

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Texas			001-13992			76-0458229
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

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:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
o			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

RICK

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 o

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. o

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 1, 2025, RCI Hospitality Holdings, Inc. (“we,” “us” and “our”) entered into certain debt modification transactions with certain holders of our 12% unsecured promissory notes and concurrently issued new 12% unsecured promissory notes to new investors. Specifically, seven investors holding a total principal amount of $2,800,000 in unsecured promissory notes agreed to extend the maturity dates of such notes, and two investors holding a total principal amount of $250,000 in unsecured promissory notes agreed to extend the maturity dates of such notes and increase the principal by $250,000. In each case, there were no other changes to the terms and conditions of the previous promissory notes, which previous promissory notes were issued on November 1, 2023, and had maturity dates of October 1, 2026. These transactions were effected by the nine investors returning for cancellation their previous promissory notes, with us issuing new amended and restated promissory notes to such investors. The previous promissory notes will be deemed cancelled as of the end of the day on September 30, 2025, and the new amended promissory notes will have an original issue date, and be deemed effective, as of October 1, 2025.

Additionally, we issued a total of $3,000,000 in new 12% unsecured promissory notes to a total of three new investors on the same issue date and with same terms and conditions as the new amended and restated 12% unsecured promissory notes. Accordingly, we raised a total of $3,250,000 in new debt financing under the transactions described in this current report.

The 12 new promissory notes are styled as “Series A 12% Unsecured Promissory Notes” and bear interest at the rate of 12% per annum. The notes are payable interest-only monthly in arrears, with a final lump sum payment of principal and accrued and unpaid interest due on October 1, 2028.

A form of the Series A 12% Unsecured Promissory Notes is filed hereto as Exhibit 4.1 and is incorporated herein by reference.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

Reference is made to the disclosure set forth above under Item 1.01 of this current report, which disclosure is incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

Reference is made to the disclosure set forth above under Item 1.01 of this current report, which disclosure is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number						Description
4.1						Series A 12% Unsecured Promissory Note (form of)
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

			RCI HOSPITALITY HOLDINGS, INC.
Date: October 7, 2025			By:			/s/ Eric Langan
						Eric Langan
						President and Chief Executive Officer

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