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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)
May 29, 2023
(Exact name of registrant as specified in its charter)
| Nevada | 000-18590 | 84-1133368 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
651 Corporate Circle, Suite 200, Golden, CO 80401
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (303) 384-1400
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 Instruction A.2.):
| ¨ | 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, $0.001 par value | GTIM | Nasdaq Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Geoffrey R. Bailey, Chairman of the Board of Directors (the “Board”) of Good Times Restaurants Inc. (the “Company”) and Chairman of the Board’s Compensation Committee, informed the Company on May 29, 2023, of his intent to retire from the Board of Directors, effective September 7, 2023.
The Board is evaluating its plan to appoint Mr. Bailey’s successor and intends to initiate a formal search process.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report.
| Exhibit Number | Description | ||
| 99.1 | Press Release dated June 2, 2023 | ||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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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.
| GOOD TIMES RESTAURANTS INC. | |||
| Date: June 2, 2023 | By: |
 |
|
| Ryan M. Zink | |||
| Chief Executive Officer | |||
3
Exhibit 99.1
| FOR IMMEDIATE RELEASE | |
| June 2, 2023 | Nasdaq Capital Markets - GTIM |
GOOD TIMES RESTAURANTS INC. ANNOUNCES THE DEPARTURE
OF A BOARD MEMBER
(GOLDEN, CO) Good Times Restaurants Inc. (NASDAQ: GTIM), today announced that Geoffrey R. Bailey, is retiring from the Board of Directors after nearly three decades of service.
“Geoff has been instrumental in defining the vision and strategy for Good Times Restaurants and its brands and has guided the company through many ups and downs,” said Ryan M. Zink, President and CEO. “It has been an honor to serve on the board with him and I would personally like to wish Geoff a happy retirement.”
“It has been my pleasure to serve our Shareholders for twenty-six years, and it is bittersweet to be officially retiring,” said Geoff Bailey. “I believe that the Company is well-positioned for future success and the time is right for me to pursue this next chapter in my life. I wish management and the board success on this journey and have the utmost confidence that they will continue to execute at the highest level.”
About Good Times Restaurants Inc.: Good Times Restaurants Inc. (GTIM) owns, operates, and licenses 40 Bad Daddy’s Burger Bar restaurants through its wholly-owned subsidiaries. Bad Daddy’s Burger Bar is a full-service “small box” restaurant concept featuring a chef-driven menu of gourmet signature burgers, chopped salads, appetizers and sandwiches with a full bar and a focus on a selection of craft beers in a high-energy atmosphere that appeals to a broad consumer base. Additionally, through its wholly owned subsidiaries, Good Times Restaurants Inc. owns, operates and franchises 31 Good Times Burgers & Frozen Custard restaurants primarily in Colorado. Good Times is a regional quick-service concept featuring 100% all-natural burgers and chicken sandwiches, signature wild fries, green chili breakfast burritos and fresh frozen custard desserts.
GOOD TIMES RESTAURANTS INCCONTACTS:
Ryan M. Zink, President and Chief Executive Officer (303) 384-1411
Christi Pennington (303) 384-1440