Current Report Filing (8-k)
24 April 2023 - 10:08PM
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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): April 18, 2023
FAT
Brands Inc.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-38250 |
|
82-1302696 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
9720
Wilshire Blvd., Suite 500
Beverly
Hills, CA |
|
90212 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (310) 319-1850
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 |
|
FAT |
|
The
Nasdaq Stock Market LLC |
| Class
B Common Stock |
|
FATBB |
|
The
Nasdaq Stock Market LLC |
| Series
B Cumulative Preferred Stock |
|
FATBP |
|
The
Nasdaq Stock Market LLC |
| Warrants
to purchase Class A Common Stock |
|
FATBW |
|
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 4.01 Changes in Registrant’s Certifying Accountant.
On
April 18, 2023, Baker Tilly US, LLP (“Baker Tilly”) informed FAT Brands Inc. (the “Company”) that Baker Tilly
would not stand for re-election as the Company’s certifying accountant for the Company’s fiscal year ended December 31, 2023.
Baker Tilly has been engaged by the Company to complete its review of the Company’s unaudited financial statements for the fiscal
quarter ended March 26, 2023.
Baker
Tilly’s reports on the Company’s financial statements for the fiscal years ended December 25, 2022 and December 26, 2021
did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or
accounting principles.
During
the Company’s two most recent fiscal years ended December 25, 2022 and December 26, 2021 and the subsequent interim period through
April 24, 2023, there were no disagreements, within the meaning of Item 304(a)(1)(iv) of Regulation S-K promulgated under the
Securities Exchange Act of 1934 (“Regulation S-K”) and the related instructions thereto, with Baker Tilly on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Baker Tilly, would have caused it to make reference to the subject matter of the disagreements in connection with
its reports. Also during this same period, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K
and the related instructions thereto.
Baker
Tilly did not seek the Company’s consent to its decision not to stand for re-election. As a result, the Company’s Board of
Directors or Audit Committee did not recommend or approve such decision.
We
provided Baker Tilly with the disclosures under this Item 4.01, and requested Baker Tilly to furnish us with a letter addressed to the
United States Securities and Exchange Commission stating whether it agrees with the statements made by us in this Item 4.01 and, if not,
stating the respects in which it does not agree. A copy of Baker Tilly’s letter, dated April 24, 2023, is attached hereto as Exhibit
16.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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 thereunto duly authorized.
Date:
April 24, 2023
| |
FAT
Brands Inc. |
| |
|
|
| |
By:
|
/s/
Kenneth J. Kuick |
| |
|
Kenneth
J. Kuick |
| |
|
Chief
Financial Officer |
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