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0002011954
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2025-08-04
2025-08-04
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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): August 4, 2025
Twin
Hospitality Group Inc.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-42395 |
|
99-1232362 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5151
Belt Line Road, Suite 1200
Dallas,
TX |
|
75254 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (972) 941-3150
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 Instructions A.2. below):
| ☐ |
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 |
| Class
A Common Stock, par value $0.0001 per share |
|
TWNP |
|
The
Nasdaq Stock Market LLC |
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 3.01 Notice of Delisting or Failure to Satisfy Continued Listing Rule or Standard; Transfer of Listing.
On
August 4, 2025, Twin Hospitality Group Inc. (the “Company”) received a written notice from the Listing Qualifications Staff
of the Nasdaq Stock Market LLC (“Nasdaq”) that, for the 30 consecutive business days ended July 28, 2025, the Company’s
Market Value of Publicly Held Shares (“MVPHS”) closed below the $15,000,000 MVPHS threshold required for continued listing
on The Nasdaq Global Market under Nasdaq Listing Rules 5450(b)(2)C) and 5450(b)(3)C) (the “MVPHS Rule”). Nasdaq stated in
its letter that in accordance with Nasdaq Listing Rule 5810(c)(3)(D), the Company has a compliance period of 180 calendar days from the
date of the notice (“Compliance Period”), and it may regain compliance if at any time during the Compliance Period the MVPHS
closes at $15,000,000 or more for a minimum of ten consecutive business days.
The Company has already taken
steps to increase the public float of its Class A common stock and intends to take all additional reasonable steps to maintain its listing
on The Nasdaq Global Market. Also, the notification from Nasdaq does not immediately impact the listing on The Nasdaq Global Market.
The Class A common stock currently qualifies for listing on The Nasdaq Capital Market, so if the Company does not regain compliance with
the continued listing requirements of The Nasdaq Global Market during the Compliance Period, the Company intends to apply to transfer
its listing to The Nasdaq Capital Market.
While
the Company plans to maintain the listing of its Class A common stock on The Nasdaq Global Market, there can be no assurance that the
Company will be able to regain or maintain compliance with the applicable continued listing standards of The Nasdaq Global Market.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the Company’s ability to regain compliance with the MVPHS Rule of The Nasdaq Global Market,
the Company’s intention to take steps to regain compliance with the continued listing requirements of The Nasdaq Global
Market, and the Company’s ability to maintain its listing on The Nasdaq Global Market or Nasdaq Capital Market. Forward-looking
statements are subject to significant business, economic and competitive risks, uncertainties and contingencies, many of which are difficult
to predict and beyond our control, which could cause our actual results to differ materially from the results expressed or implied in
such forward-looking statements. We refer you to the documents that we file from time to time with the Securities and Exchange Commission,
such as our reports on Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other risks and uncertainties that could cause
our actual results to differ materially from our current expectations and from the forward-looking statements contained in this Current
Report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances occurring after the date
of this Current Report.
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.
| |
Twin Hospitality
Group Inc. |
| |
|
| Date: |
August 8, 2025 |
/s/
Kenneth J. Kuick |
| |
Kenneth J. Kuick |
| |
Chief
Financial Officer |
