Twin Hospitality SEC Filings

Twin Hospitality Group Inc. reported that the trustee for its securitization notes has accelerated the debt after prior events of default. UMB Bank, acting at the direction of the control party under the indenture, has declared immediately due and payable the outstanding principal, accrued interest and all other amounts owed on the affected notes.

The accelerated notes have an aggregate principal amount of $412.3 million, or $402.6 million net of notes retained by FAT Brands Inc., and approximately $20.0 million of accrued and unpaid interest through the report date. The company and its securitization issuer do not currently have amounts on hand to pay these obligations. The company states that the acceleration or any subsequent foreclosure on the collateral securing the notes may materially and adversely affect its business, financial condition and liquidity and could result in Twin Hospitality and/or its subsidiaries seeking to reorganize through a bankruptcy proceeding. The company has been in discussions with noteholder representatives regarding potential refinancing or restructuring and intends to continue those discussions, with no assurance of a satisfactory agreement.

Twin Hospitality Group Inc. filed a prospectus registering the potential resale by White Lion Capital LLC of up to 10,885,725 shares of Class A common stock issued or issuable under a committed equity facility.

The company is not selling securities under this prospectus and will not receive proceeds from White Lion’s resales. Separately, under the Common Stock Purchase Agreement, Twin Hospitality may sell shares to White Lion and receive up to $50.0 million in aggregate gross proceeds; approximately 75% of any net proceeds are intended to repay principal and accrued interest on the Twin Securitization Notes, with the remainder for working capital and general corporate purposes. As partial consideration, Twin will issue Commitment Shares with a total value of up to $375,000 in three equal tranches.

The registration includes shares White Lion may acquire from time to time and the Commitment Shares. Issuances above 19.99% of outstanding Class A shares as of September 30, 2025 would require prior stockholder approval. The stock trades on Nasdaq as TWNP; the November 6, 2025 closing price was $3.74. The filing highlights potential dilution and price pressure from future issuances and resales and notes a prior Nasdaq MVPHS deficiency notice with a possible transfer to the Nasdaq Capital Market if compliance is not regained.

Twin Hospitality Group Inc. (TWNP) scheduled its 2025 Annual Meeting for December 23, 2025 at 10:30 a.m. PT in Beverly Hills, CA. Stockholders will vote to elect five directors and to ratify Macias Gini & O’Connell, LLP as independent auditor for the fiscal year ending December 28, 2025.

As of the October 31, 2025 record date, 54,654,232 Class A shares and 2,870,000 Class B shares were outstanding. Class A carries one vote per share; Class B carries 50 votes per share, voting together as a single class. FAT Brands Inc. beneficially owned 51,778,412 Class A and all 2,870,000 Class B, representing 98.5% of total voting power.

The Board nominates five directors and recommends voting “FOR” all nominees and “FOR” auditor ratification. The company operates as a controlled company under Nasdaq rules but maintains a majority‑independent Board and independent committees. Auditor fees disclosed: $120,705 (2024) versus $604,000 (2023) in audit fees.

Executive updates include CEO Kim Boerema’s agreement: $450,000 base salary, minimum annual bonus $250,000, and equity awards of 250,000 RSUs and 50,000 options, each vesting over three years.

Twin Hospitality Group Inc. reported third‑quarter results marked by operating losses and debt stress. Revenue was $82.3 million versus $83.7 million a year ago, and net loss widened to $24.5 million from $16.2 million as general and administrative expense rose on closures, impairments, and higher share‑based compensation.

The company disclosed substantial doubt about its ability to continue as a going concern. Following notices and a declared Event of Default under its Twin Securitization Notes, $400.3 million of long‑term debt was reclassified as current. Unrestricted cash was $5.5 million as of September 28, 2025, and cash used in operating activities was $20.5 million year‑to‑date.

Actions in the quarter included a $6.9 million impairment of lease right‑of‑use assets tied to Smokey Bones closures and $1.4 million of non‑cash property and equipment impairment. Shares outstanding were 54,455,856 Class A and 2,870,000 Class B as of November 10, 2025.

Twin Hospitality Group Inc. (TWNP) furnished an update on business performance, announcing financial results for the thirteen-week period ended September 28, 2025. The results were shared via a press release furnished as Exhibit 99.1.

The company discussed the results on a conference call held November 5, 2025. A replay is available through Wednesday, November 29, 2025 by dialing 1-844-512-2921 (U.S.) or 1-412-317-6671 (international), passcode 13755606. A webcast is available at www.twinpeaksrestaurant.com under “Investors.” The information was furnished, not filed, under the Exchange Act.

Twin Hospitality Group Inc. filed Amendment No. 1 to a resale prospectus registering up to 10,885,725 shares of Class A common stock for potential sales by White Lion Capital under a committed equity facility. The company is not selling shares under this prospectus; White Lion may resell shares it purchases from the company and the commitment shares valued at up to $375,000 issued in three tranches.

Under the facility, the company may elect to sell shares to White Lion for up to $50.0 million in aggregate gross proceeds, with prices tied to market levels. The company states it intends to use approximately 75% of net proceeds to prepay Twin Securitization Notes and the remainder for working capital and general corporate purposes. Issuances are limited to 19.99% of Class A outstanding as of September 30, 2025 without prior stockholder approval.

Context: FAT Brands holds about 98.6% of voting power through Class A and Class B shares. The company received a Nasdaq MVPHS deficiency notice and may seek a transfer to the Nasdaq Capital Market if needed. As of September 28, 2025, Twin Securitization Notes principal was approximately $412.3 million, with quarterly principal and interest payments of about $12 million.

Twin Hospitality Group, Inc. filed an S-1 registration describing an offering and resale program for its Class A Common Stock, which trades on Nasdaq under the symbol TWNP. The prospectus discloses a committed equity facility with White Lion that could provide up to $50.0M in aggregate gross proceeds depending on the number of shares sold and sale prices under the Common Stock Purchase Agreement. The company intends to use approximately 75% of net proceeds from that facility to pay a portion of principal and accrued interest on the Twin Securitization Notes, with remaining proceeds for working capital and general corporate purposes.

The filing includes standard prospectus sections (risk factors, plan of distribution, description of capital stock and indebtedness), names key executives including Kim A. Boerema (President & CEO) and Kenneth J. Kuick (CFO), lists Vstock Transfer, LLC as transfer agent, and shows shareholder and board information. Specific share counts and percentage ownership figures appear in the disclosure (for example, 51,778,412 and 95.1% are shown in the document). The prospectus allows supplements that may modify details of this base prospectus.