الإحصائيات الأساسية
LEI | 549300QU5XV6CFNB5M62 |
CIK | 1021270 |
SEC Filings
SEC Filings (Chronological Order)
October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39053 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its |
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September 28, 2022 |
MTY Food Group Inc. Successfully Completes Acquisition of BBQ Holdings, Inc. Exhibit 99.1 MTY Food Group Inc. Successfully Completes Acquisition of BBQ Holdings, Inc. MONTREAL, September 27, 2022 - MTY Food Group Inc. (?MTY?) (TSX:MTY) is pleased to announce that it has completed the acquisition of BBQ Holdings, Inc. (?BBQ Holdings?) (NASDAQ:BBQ) through the consummation of a merger of its wholly-owned subsidiary, Grill Merger Sub, Inc. (?Merger Sub?), with and into BBQ Ho |
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September 28, 2022 |
Amended and Restated Bylaws of BBQ Holdings, Inc. Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF BBQ HOLDINGS, INC. ARTICLE 1 OFFICES 1.1 Registered Office. The registered office of the Corporation shall be located within the State of Minnesota as set forth in the Articles of Incorporation. The Board of Directors shall have authority to change the registered office of the Corporation and a statement evidencing any such change shall be filed with the |
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September 28, 2022 |
Amended and Restated Articles of Incorporation of BBQ Holdings, Inc. Exhibit 3.1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF BBQ HOLDINGS, INC. ARTICLE 1 Name The name of the Corporation is BBQ Holdings, Inc. ARTICLE 2 Registered Office and Registered Agent The registered office of the Corporation is located at 1010 Dale Street North, Saint Paul, Minnesota 55117. The registered agent at that address is C T Corporation System Inc. The Corporation will promptly |
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September 28, 2022 |
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): September 27, 2022 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission |
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September 26, 2022 |
Press Release issued by MTY Food Group, Inc., dated September 26, 2022. Exhibit (a)(5)(B) MTY Food Group Inc. Announces Successful Tender Offer for BBQ Holdings, Inc. Common Stock MONTREAL, September 26, 2022 ? MTY Food Group Inc. (TSX: MTY) (?MTY?) today announced the successful completion of its previously announced tender offer for all of the outstanding shares of common stock of BBQ Holdings, Inc. (NASDAQ: BBQ) (?BBQ Holdings?), at a per share price of $17.25 in c |
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September 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) BBQ Holdings, Inc. (Name of Subject Company) Grill Merger Sub, Inc. (Offeror) (Names of Filing Persons) MTY Franchising USA, Inc. (Parent of Offeror) (Names of Filing Persons) MTY Food Group Inc. (Indi |
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September 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 3) BBQ Holdings, Inc. (Name of Subject Company) Grill Merger Sub, Inc. (Offeror) (Names of Filing Persons) MTY Franchising USA, Inc. (Parent of Offeror) (Names of Filing Persons) MTY Food Group Inc. (Indi |
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September 14, 2022 |
Exhibit (d)(7) Reference is hereby made to that certain Tender and Support Agreement, dated August 8, 2022, by and among MTY Franchising USA, Inc. |
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September 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 3 BBQ HOLDINGS, INC. (Name of Subject Company) BBQ HOLDINGS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 05551A109 ( |
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September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 2 BBQ HOLDINGS, INC. (Name of Subject Company) BBQ HOLDINGS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 05551A109 ( |
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September 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 2) BBQ Holdings, Inc. (Name of Subject Company) Grill Merger Sub, Inc. (Offeror) (Names of Filing Persons) MTY Franchising USA, Inc. (Parent of Offeror) (Names of Filing Persons) MTY Food Group Inc. (Indi |
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August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Amendment No. 1 BBQ HOLDINGS, INC. (Name of Subject Company) BBQ HOLDINGS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 05551A109 ( |
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August 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 1) BBQ Holdings, Inc. (Name of Subject Company) Grill Merger Sub, Inc. (Offeror) (Names of Filing Persons) MTY Franchising USA, Inc. (Parent of Offeror) (Names of Filing Persons) MTY Food Group Inc. (Indi |
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August 24, 2022 |
Exhibit (d)(6) STRICTLY PRIVATE AND CONFIDENTIAL VIA EMAIL May [26], 2022 BBQ Holdings, Inc. |
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August 24, 2022 |
Offer to Purchase, dated August 24, 2022. Exhibit (a)(1)(A) Offer to Purchase for Cash All Outstanding Shares of Common Stock of BBQ Holdings, Inc. |
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August 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BBQ Holdings, Inc. (Name of Subject Company) Grill Merger Sub, Inc. (Offeror) (Names of Filing Persons) MTY Franchising USA, Inc. (Parent of Offeror) (Names of Filing Persons) MTY Food Group Inc. (Indirect and Ultimate |
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August 24, 2022 |
Exhibit 107 FEE TABLE FOR SC TO-T Table 1: Transaction Valuation Transaction Valuation Fee rate Amount of Filing Fee Fees to Be Paid $193,312,450* 0. |
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August 24, 2022 |
Exhibit (e)(11) INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the ?Agreement?) is made and entered into as of , between BBQ Holdings, Inc. |
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August 24, 2022 |
Exhibit (a)(1)(E) Offer To Purchase For Cash All Outstanding Shares of Common Stock of BBQ HOLDINGS, INC. |
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August 24, 2022 |
Exhibit (e)(2) GUARANTEE Guarantee, dated as of August 8, 2022 (this ?Guarantee?), by MTY Food Group Inc. |
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August 24, 2022 |
STRICTLY PRIVATE AND CONFIDENTIAL Exhibit (e)(5) STRICTLY PRIVATE AND CONFIDENTIAL VIA EMAIL July 7, 2022 BBQ Holdings, Inc. |
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August 24, 2022 |
Exhibit (e)(3) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this ?Agreement?), dated as of May 31, 2022 (the ?Effective Date?), is by and between BBQ Holdings, In. |
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August 24, 2022 |
Exhibit (b)(3) [CERTAIN PORTIONS OF THIS EXHIBIT CONTAIN CONFIDENTIAL INFORMATION WHICH IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. |
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August 24, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 BBQ HOLDINGS, INC. (Name of Subject Company) BBQ HOLDINGS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 05551A109 |
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August 24, 2022 |
Exhibit (d)(2) CONFIDENTIALITY AGREEMENT THIS CONFIDENTIALITY AGREEMENT (this ?Agreement?), dated as of May 31, 2022 (the ?Effective Date?), is by and between BBQ Holdings, In. |
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August 24, 2022 |
Letter of Transmittal, dated August 24, 2022. Exhibit (a)(1)(B) Letter of Transmittal to Tender Shares of Common Stock of BBQ HOLDINGS, INC. |
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August 24, 2022 |
Exhibit (a)(1)(D) Offer To Purchase For Cash All Outstanding Shares of Common Stock of BBQ HOLDINGS, INC. |
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August 24, 2022 |
Exhibit (b)(1) Execution version [CERTAIN PORTIONS OF THIS EXHIBIT CONTAIN CONFIDENTIAL INFORMATION WHICH IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. |
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August 24, 2022 |
Summary Advertisement, as published in the New York Times on August 24, 2022. Exhibit (a)(1)(F) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below), and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). |
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August 24, 2022 |
Guarantee, dated as of August 8, 2022, by MTY Food Group Inc. in favor of BBQ Holdings, Inc. Exhibit (d)(4) GUARANTEE Guarantee, dated as of August 8, 2022 (this ?Guarantee?), by MTY Food Group Inc. |
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August 24, 2022 |
Notice of Guaranteed Delivery, dated August 24, 2022. Exhibit (a)(1)(C) NOTICE OF GUARANTEED DELIVERY To Tender Shares of Common Stock of BBQ HOLDINGS, INC. |
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August 24, 2022 |
Exhibit (b)(2) [CERTAIN PORTIONS OF THIS EXHIBIT CONTAIN CONFIDENTIAL INFORMATION WHICH IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. |
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August 24, 2022 |
STRICTLY PRIVATE AND CONFIDENTIAL Exhibit (e)(4) STRICTLY PRIVATE AND CONFIDENTIAL VIA EMAIL May [26], 2022 BBQ Holdings, Inc. |
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August 24, 2022 |
Exhibit (d)(5) STRICTLY PRIVATE AND CONFIDENTIAL VIA EMAIL July 7, 2022 BBQ Holdings, Inc. |
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August 22, 2022 |
BBQ / BBQ Holdings Inc / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BBQ Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05551A109 (CUSIP Number) August 10, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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August 15, 2022 |
BBQ / BBQ Holdings Inc / Philotimo Fund, LP - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ?240.13d-2(a) (Amendment No. 3)1 BBQ Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05551A109 (CUSIP Number) MR. DAVID L KANEN KANEN WEALTH |
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August 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 3, 2022 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Specified |
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August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 7)1 BBQ Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05551A109 (CUSIP Number) JEFFERSON GRAMM BANDERA PARTN |
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August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 BBQ HOLDINGS, INC. (Name of Subject Company) BBQ HOLDINGS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 05551A109 (CUSIP Number of |
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August 9, 2022 |
Exhibit 99.1 Dear Franchise Partners: I am pleased to announce today that BBQ Holdings, Inc. (the ?Company?) has entered into a definitive merger agreement with a subsidiary of MTY Food Group Inc. (?MTY?) (mtygroup.com). In light of this announcement, I would like to invite you to attend a call today, August 9, at 12:00 p.m. Central Time (meeting invite to follow). The floor will be open for quest |
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August 9, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 9, 2022 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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August 9, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 9, 2022 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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August 9, 2022 |
Exhibit 99.1 BBQ Holdings, Inc. Reports Results for Second Quarter 2022; MTY Food Group, Inc. to Acquire BBQ Holdings, Inc for $17.25 Per Share MINNEAPOLIS, MN, August 9, 2022 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global franchisor, owner and operator of restaurants, today reported financial results for the second fiscal quarter ended July 3, 2022. The Company also anno |
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August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 BBQ Holdings, Inc. (Name of Subject Company) Grill Merger Sub, Inc. (Offeror) (Names of Filing Persons) MTY Franchising USA, Inc. (Parent of Offeror) (Names of Filing Persons) MTY Food Group Inc. (Indirect and Ultimate |
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August 9, 2022 |
Guarantee, dated as of August 8, 2022, by MTY Food Group Inc. in favor of BBQ Holdings, Inc. Exhibit 10.1 Execution Version GUARANTEE Guarantee, dated as of August 8, 2022 (this ?Guarantee?), by MTY Food Group Inc., a corporation created under the Canada Business Corporations Act with its registered and head office at 8210, route Transcanadienne, St-Laurent, Quebec, H4S 1M5, Canada (?Guarantor?), in favor of BBQ Holdings, Inc., a Minnesota corporation (the ?Guaranteed Party?). 1. Guarante |
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August 9, 2022 |
EX-99.2 3 d297372dex992.htm EX-99.2 Exhibit 99.2 Dear Franchise Partners: I am pleased to announce today that BBQ Holdings, Inc. (the “Company”) has entered into a definitive merger agreement with a subsidiary of MTY Food Group Inc. (“MTY”) (mtygroup.com). In light of this announcement, I would like to invite you to attend a call today, August 9, at 1:00 p.m. Central Time (meeting invite to follow |
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August 9, 2022 |
Exhibit 99.3 Dear Famous Family: I am pleased to announce today that BBQ Holdings, Inc. (the ?Company?) has entered into a definitive merger agreement with a subsidiary of MTY Food Group Inc. (?MTY?) (mtygroup.com). In light of this announcement, I would like to invite you to attend a call today, August 9, at 10:00 a.m. Central Time (meeting invite to follow). We have many wins on the board, and a |
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August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 BBQ HOLDINGS, INC. (Name of Subject Company) BBQ HOLDINGS, INC. (Names of Persons Filing Statement) Common Stock, par value $0.01 per share (Title of Class of Securities) 05551A109 (CUSIP Number of |
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August 9, 2022 |
Exhibit 99.1 EXECUTION VERSION TENDER AND SUPPORT AGREEMENT This TENDER AND SUPPORT AGREEMENT (this ?Agreement?), is made and entered into as of August 8, 2022, by and among MTY Franchising USA, Inc., a Tennessee corporation (?Parent?), Grill Merger Sub, Inc., a Minnesota corporation and wholly owned subsidiary of Parent (?Merger Sub?), and each of the Persons set forth on Schedule A hereto (each, |
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August 9, 2022 |
MTY FOOD GROUP INC. TO ACQUIRE BBQ HOLDINGS, INC. FOR $17.25 PER SHARE Exhibit 99.2 MTY FOOD GROUP INC. TO ACQUIRE BBQ HOLDINGS, INC. FOR $17.25 PER SHARE MONTREAL, August 9th, 2022 - MTY Food Group Inc. (?MTY? or the ?Company?) (TSX:MTY) and BBQ Holdings, Inc. (?BBQ Holdings?) (NASDAQ:BBQ) today announced they have entered into a definitive merger agreement (the ?Merger Agreement?) under which MTY would acquire all of the issued and outstanding common shares of BBQ |
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August 9, 2022 |
Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER by and among MTY FRANCHISING USA, INC., GRILL MERGER SUB, INC. and BBQ HOLDINGS, INC. August 8, 2022 TABLE OF CONTENTS Page ARTICLE I THE MERGER TRANSACTIONS 2 Section 1.1 The Offer 2 Section 1.2 Company Actions 5 Section 1.3 The Merger 6 Section 1.4 Closing 6 Section 1.5 Effective Time 7 Section 1.6 Merger Without Meeting of Shareholders |
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June 24, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 11, 2022 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporati |
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June 24, 2022 |
Exhibit 99.3 BBQ HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF BBQ HOLDINGS, INC., BARRIO QUEEN AS OF APRIL 3, 2022 AND THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF BBQ HOLDINGS, INC., BARRIO QUEEN FOR FISCAL YEAR ENDED JANUARY 2, 2022 AND THE QUARTER ENDED APRIL 3, 2022 (in thousands) The following Unaudited Pro Forma Condensed Combined Statement |
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June 24, 2022 |
Exhibit 99.1 SPECIAL PURPOSE CONSOLIDATED STATEMENTS OF REVENUES AND DIRECT EXPENSES BARRIO QUEEN For Year Ended December 26, 2021 (With Independent Auditors? Report Thereon) Table of Contents Page Number Independent Auditors? Report 2 Special Purpose Consolidated Financial Statements: Special Purpose Consolidated Statement of Revenues and Direct Expenses for fiscal year ended December 26, 2021 (a |
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June 24, 2022 |
Exhibit 99.2 SPECIAL PURPOSE CONSOLIDATED STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED OF: BARRIO QUEEN As of December 26, 2021 (With Independent Auditors? Report Thereon) Table of Contents Page Number Independent Auditors? Report 2 Special Purpose Consolidated Financial Statement: Special Purpose Consolidated Statement of Assets Acquired and Liabilities Assumed 4 Notes to Special Purpose |
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June 21, 2022 |
Submission of Matters to a Vote of Security Holders 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): June 14, 2022 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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May 24, 2022 |
Exhibit 107 ? Calculation of Filing Fee Tables Form S-8 (Form Type) BBQ Holdings, Inc. |
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May 24, 2022 |
As filed with the Securities and Exchange Commission on May 24, 2022 As filed with the Securities and Exchange Commission on May 24, 2022 Registration No. |
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May 12, 2022 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? ?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 3, 2022 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Spec |
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May 10, 2022 |
? ? 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 10, 2022 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Com |
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May 10, 2022 |
BBQ Holdings, Inc. Reports Results for First Quarter 2022 Exhibit 99.1 ? BBQ Holdings, Inc. Reports Results for First Quarter 2022 ? MINNEAPOLIS, May 10, 2022 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global franchisor, owner and operator of restaurants, today reported financial results for the first fiscal quarter ended April 3, 2022. ? First Quarter Highlights: ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? First Quarter (dollars in thousands, |
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May 10, 2022 |
Exhibit 99.2 CONFIDENTIAL AND PROPRIETARY INFORMATION May 2022 CONFIDENTIAL AND PROPRIETARY INFORMATION Non - GAAP Financial Measures To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with accounting pr inciples generally accepted in the United States (?GAAP?), the Company uses non - GAAP measures including those indicated below. These no |
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April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ???????? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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April 28, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ???????? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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April 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ???????? Filed by a Party other than the Registrant ?? Check the appropriate box: ? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ?? |
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April 13, 2022 |
? ? 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 11, 2022 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (C |
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April 13, 2022 |
EX-99.1 4 bbq-20220411xex99d1.htm EX-99.1 Exhibit 99.1 Barrio Queen Restaurant Group Acquired by BBQ Holdings The multi-brand restaurant company completed its largest acquisition to date with the $28 million purchase of the Phoenix-based Mexican dining and tequila concept. Minnetonka, Minn — BBQ Holdings, Inc. the multi-brand restaurant company behind restaurant concepts such as Famous Dave’s, Gra |
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April 13, 2022 |
Amendment No. 1 to Credit Agreement with JPMorgan Chase Bank, N.A. dated April 11, 2022. Exhibit 10.1 ? AMENDMENT NO. 1 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT, JOINDER AND CONSENT ? THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT, JOINDER AND CONSENT (this ?Amendment?) is made and entered into as of April 11, 2022, by and among BBQ HOLDINGS, INC., a Minnesota corporation (the ?Borrower?), BQ CONCEPTS LLC, an Ari |
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April 13, 2022 |
Credit Agreement conformed through Amendment No. 1 with JPMorgan Chase Bank, N.A. Exhibit 10.2 ? Conformed through Amendment No. 1 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? CREDIT AGREEMENT ? ? dated as of ? ? November 23, 2021 ? ? among ? ? BBQ HOLDINGS, INC., the other Loan Parties party hereto ? ? and ? ? JPMORGAN CHASE BANK, N.A. ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? TABLE OF CONTENTS ? Page ? ARTICLE I. Definitions?1 SECT |
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March 16, 2022 |
Subsidiaries of BBQ Holdings, Inc. Exhibit 21.0 ? SUBSIDIARIES OF BBQ HOLDINGS, INC. ? BBQ Oklahoma Inc BBQ Ventures, Inc. Cowboy Dave's Woodbury, LLC D&D of Minnesota Inc FAMOUS DAVE'S OF AMERICA, INC. FAMOUS DAVE'S RIBS, INC. FAMOUS DAVE'S RIBS-U, INC. Granite City Brew Works Inc Granite City Food & Brewery Inc Granite City Kansas, LLC Granite City, Inc. Granite City Food and Brewery, Inc. Lake and Hennepin BBQ and Blues Inc Famo |
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March 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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March 16, 2022 |
Employment Agreement dated March 15, 2022 between BBQ Holdings, Inc. and Jeffery Crivello *† ? Exhibit 10.29 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this ?Agreement?) is dated effective as of March 15, 2022 (the ?Effective Date?), by and between BBQ Holdings, Inc., a Minnesota corporation (the ?Company?), and Jeffery Crivello, an individual with a primary address at 235 Walnut St., Libertyville, IL 60048 (?Executive?). WHEREAS, Executive wishes to continue to be employed by the Co |
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March 16, 2022 |
? Exhibit 10.30 BBQ Holdings, Inc. Restricted Stock Agreement This Restricted Stock Agreement (this ?Agreement?) is made effective as of March 15, 2022 by and between BBQ Holdings, Inc., a Minnesota corporation (the ?Company?), and Jeffery Crivello (?Employee?). Background A.Employee has been hired to serve as an employee of the Company and the Company desires to induce Employee to continue to ser |
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March 14, 2022 |
? ? 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): March 14, 2022 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (C |
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March 14, 2022 |
Exhibit 99.1 ? BBQ Holdings, Inc. Reports Results for Fourth Quarter and Fiscal Year 2021; Announces Acquisition of Barrio Queen, Corporate Name Change and Provides 2022 Guidance ? MINNEAPOLIS, March 14, 2022 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global franchisor, owner and operator of restaurants, today reported financial results for the fourth quarter and fiscal year |
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March 14, 2022 |
Exhibit 99.2 CONFIDENTIAL AND PROPRIETARY INFORMATION March 2022 CONFIDENTIAL AND PROPRIETARY INFORMATION Non - GAAP Financial Measures To supplement its condensed consolidated financial statements, which are prepared and presented in accordance with accounting pr inciples generally accepted in the United States (?GAAP?), the Company uses non - GAAP measures including those indicated below. These |
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March 14, 2022 |
Asset purchase agreement dated March 10, 2022 Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this ?Agreement?), dated as of March 10, 2022, is entered into between L & S CULINARY CONCEPTS, LLC, an Arizona limited liability company, BARRIO CULINARY CONCEPTS, LLC, an Arizona limited liability company, BCC DESERT RIDGE, LLC, an Arizona limited liability company, BCC TEMPE MARKET PLACE, LLC, an Arizona limited liability comp |
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February 14, 2022 |
BBQ / BBQ Holdings Inc / Nantahala Capital Management, LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BBQ HOLDINGS, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05551A109 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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November 30, 2021 |
Credit Agreement with JPMorgan Chase Bank, N.A. dated November 23, 2021. EX-10.1 2 bbq-20211123xex10d1.htm EX-10.1 CREDIT AGREEMENT dated as of November 23, 2021 among BBQ HOLDINGS, INC., the other Loan Parties party hereto and JPMORGAN CHASE BANK, N.A. 53605952v11 TABLE OF CONTENTS Page ARTICLE I. Definitions1 SECTION 1.01. Defined Terms1 SECTION 1.02. Classification of Loans and Borrowings.24 SECTION 1.03. Terms Generally.24 SECTION 1.04. Accounting Terms; GAAP2 |
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November 30, 2021 |
? ? 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): November 23, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) |
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November 17, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? ?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended October 3, 2021 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Sp |
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November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. 6)1 BBQ Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05551A109 (CUSIP Number) JEFFERSON GRAMM Bandera Partn |
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November 10, 2021 |
? ? 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): November 10, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) |
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November 10, 2021 |
Exhibit 99.2 CONFIDENTIAL AND PROPRIETARY INFORMATION November 2021 CONFIDENTIAL AND PROPRIETARY INFORMATION Non-GAAP Financial Measures To supplement its consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (?GAAP?), the Company uses non-GAAP measures including those indicated below. These non-GAAP mea |
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November 10, 2021 |
BBQ Holdings, Inc. Reports Results for Third Quarter 2021 Company Reaffirms Revenue and Increases Earnings Guidance for Fiscal Year 2021 ? MINNEAPOLIS, November 10, 2021 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global franchisor, owner and operator of restaurants, today reported financial results for the third fiscal quarter ended October 3, 2021. ? Third Quarter 2021 High |
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October 8, 2021 |
? ? ? 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 4, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) |
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October 8, 2021 |
EHIBIT 10.1 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ASSET PURCHASE AGREEMENT by and among TAHOE JOE?S INC., Alamo Buffets Payroll, LLC, Alamo Fresh Payroll, LLC, Alamo Ovation, LLC, Buffets, LLC Fire Mountain Restaurants, LLC, FMP-Fresh Payroll, LLC, FMP-Ovation Payroll, LLC FMP SA Management Group, LLC, Food Management Partners, Inc., FRESH ACQUISITIONS, LLC HOMETOWN BUFFET, INC., OCB Purchasing Co., OCB |
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October 8, 2021 |
? ? BBQ Holdings to Purchase Tahoe Joe?s Famous Steakhouses The multi-brand restaurant company is adding the legacy steakhouse brand in California to its growing roster. |
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September 8, 2021 |
PROSPECTUS BBQ HOLDINGS, INC. 1,000,000 SHARES OF COMMON STOCK TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-258462 PROSPECTUS BBQ HOLDINGS, INC. 1,000,000 SHARES OF COMMON STOCK This prospectus relates to the resale from time to time by the selling shareholders identified in this prospectus (the ?Selling Shareholders?) of 1,000,000 shares of our common stock, par value $0.01 per share (?Common Stock?). The registration of the offer |
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September 1, 2021 |
12701 Whitewater Drive, Suite 100 Minnetonka, MN 55434 12701 Whitewater Drive, Suite 100 Minnetonka, MN 55434 September 1, 2021 VIA EDGAR Scott Anderegg Securities and Exchange Commission 100 F Street, N. |
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September 1, 2021 |
Financial Statements and Exhibits ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ? ? FORM 8-K/A (Amendment No. 1) ? CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 ? Date of Report (Date of earliest event reported): July 30, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction o |
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September 1, 2021 |
? ? Special Purpose Statement of Assets Acquired and Liabilities Assumed of: VILLAGE INN HOLDINGS, LLC & BAKERS SQUARE HOLDINGS, LLC As of December 27, 2020 (With Independent Auditors? Report Thereon) ? ? ? ? Table of Contents ? ? ? Page Number ? ? Independent Auditors? Report 1 ? ? Special Purpose Consolidated Financial Statements: ? ? ? Special Purpose Statement of Assets Acquired and Liabilitie |
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September 1, 2021 |
? ? Special Purpose consolidated Statements of REVeNUES AND DIRECT EXPENSES: VILLAGE INN HOLDINGS, LLC & BAKERS SQUARE HOLDINGS, LLC For Years Ended December 27, 2020 and December 29, 2019 (With Independent Auditors? Report Thereon) ? ? ? ? Table of Contents ? ? ? Page Number ? ? Independent Auditors? Report 1 ? ? Special Purpose Consolidated Financial Statements: ? ? ? Special Purpose Consolidate |
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September 1, 2021 |
Exhibit 99.3 ? ? BBQ HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET OF BBQ HOLDINGS, INC., VILLAGE INN HOLDINGS, LLC AND BAKERS SQUARE HOLDINGS, LLC AS OF JULY 4, 2021 AND THE UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS OF BBQ HOLDINGS, INC., VILLAGE INN HOLDINGS, LLC AND BAKERS SQUARE HOLDINGS, LLC FOR FISCAL YEARS ENDED JANUARY 3, 2021 AND DECEMBER 29, 20 |
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September 1, 2021 |
12701 Whitewater Drive, Suite 100 Minnetonka, MN 55434 12701 Whitewater Drive, Suite 100 Minnetonka, MN 55434 September 1, 2021 VIA EDGAR Scott Anderegg Securities and Exchange Commission 100 F Street, N. |
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August 16, 2021 |
Exhibit 99.2 CONFIDENTIAL AND PROPRIETARY INFORMATION August 2021 CONFIDENTIAL AND PROPRIETARY INFORMATION Non-GAAP Financial Measures To supplement its consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (?GAAP?), the Company uses non-GAAP measures including those indicated below. These non-GAAP measu |
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August 16, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? ?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended July 4, 2021 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Speci |
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August 16, 2021 |
? ? ? BBQ Holdings, Inc. Reports Results for Second Quarter 2021 Updates Revenue and Earnings Guidance for 2021 MINNEAPOLIS, August 16, 2021 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global owner and operator of restaurants, today reported financial results for the second fiscal quarter ended July 4, 2021. ? Second Quarter 2021 Highlights: ? Financial: ? Net income of $15.8 |
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August 16, 2021 |
? ? 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 16, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) ( |
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August 12, 2021 |
Offer of Employment Letter to Jason Schanno, dated August 9, 2021 ? Exhibit 10.1 August 9, 2021 ? Jason Schanno 643 2nd Ave NW Forest Lake, MN 55025 ? Sent via email to: [email protected] ? Dear Jason, ? It is with great pleasure that we extend to you a conditional offer of employment for the position of Chief Financial Officer for BBQ Holdings, Inc. reporting to Jeff Crivello, Chief Executive Officer effective August 16, 2021. We are very excited to have y |
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August 12, 2021 |
? ? 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 9, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (C |
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August 4, 2021 |
Exhibit 4.4 FORM OF INDENTURE TO BE ENTERED INTO BETWEEN THE COMPANY AND A TRUSTEE TO BE NAMED BBQ HOLDINGS, INC. and , as Trustee INDENTURE Dated as of , 20 Providing for the Issuance of Debt Securities i CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a) (1) 6.09 (a) (2) 6.09 (a) (3) N.A. (a) (4) N.A. (a) (5) 6.08 (b) 6.08 (c) N.A. 311(a) 6.13 (b) 6.13 (c) N.A. 312(a) 7. |
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August 4, 2021 |
BBQ HOLDINGS COMPLETES ACQUISITION OF VILLAGE INN AND BAKERS SQUARE BBQ HOLDINGS COMPLETES ACQUISITION OF VILLAGE INN AND BAKERS SQUARE ? MINNETONKA, MN (July 30, 2021) ? BBQ Holdings, Inc. |
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August 4, 2021 |
As filed with the Securities and Exchange Commission on August 4, 2021 S-3 1 ny20000201x2s3.htm S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 4, 2021 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 83-4222776 (State or other jurisdiction of i |
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August 4, 2021 |
? ? 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): July 30, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Co |
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August 4, 2021 |
As filed with the Securities and Exchange Commission on August 4, 2021 S-3 1 ny20000201x1s3.htm S-3 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 4, 2021 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 83-4222776 (State or other jurisdiction of i |
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July 9, 2021 |
? ? 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): July 6, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Com |
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June 25, 2021 |
Exhibit 99.1 Acquisition of VILLAGE INN & BAKERS SQUARE Non-GAAP Financial Measures To supplement its consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (?GAAP?), the Company uses non-GAAP measures including those indicated below. These non-GAAP measures exclude significant expenses and income that ar |
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June 25, 2021 |
Exhibit 10.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG BBQ HOLDINGS, INC., VIBSQ HOLDCO, LLC, BAKERS SQUARE HOLDINGS, LLC, VILLAGE INN HOLDINGS, LLC, SVCC I, LLC AND RG GROUP HOLDCO, LLC DATED AS OF JUNE 24, 2021 TABLE OF CONTENTS PAGE ARTICLE I SALE AND PURCHASE OF INTERESTS 1 1.1 Sale and Purchase of Interests 1 ARTICLE II CONSIDERATION 2 2.1 Consideration 2 2.2 Payments at Closing 2 2 |
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June 25, 2021 |
Exhibit 99.1 BBQ Holdings to Acquire Village Inn and Bakers Square Restaurants The multi-brand restaurant company is expanding beyond BBQ with the addition of two fast-growing family restaurant concepts. Minnetonka, MN ? BBQ Holdings, Inc., the multi-brand restaurant company behind fan-favorite restaurant concepts such as Famous Dave?s and Granite City Food & Brewery, is adding two exciting brands |
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June 25, 2021 |
EXHIBIT 10.2.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES Purchase Agreement (this ?Agreement?) is dated as of June 24, 2021, between BBQ Holdings, Inc., a Minnesota corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions s |
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June 25, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): June 24, 2021 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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June 25, 2021 |
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): June 24, 2021 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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June 25, 2021 |
Exhibit 10.3 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of June 24, 2021, between BBQ Holdings, Inc., a Minnesota corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Pu |
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June 25, 2021 |
Exhibit 10.2.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of June 24, 2021, between BBQ Holdings, Inc., a Minnesota corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions s |
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June 17, 2021 |
? ? 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): June 11, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Co |
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June 17, 2021 |
? Exhibit 10.1 ? BBQ HOLDINGS, INC. ? AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN ? (Effective April 26, 2021) 1. General. 1.1 Purpose. The purpose of the 2015 Equity Incentive Plan, as amended and restated hereby (the ?Plan?) of BBQ Holdings, Inc. (the ?Company?) is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (?Incen |
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June 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 BBQ Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05551A109 (CUSIP Number) JEFFERSON GRAMM Bandera Partn |
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May 25, 2021 |
? ? 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 21, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Com |
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May 19, 2021 |
? ? ? BBQ Holdings, Inc. Reports Results for First Quarter 2021 Updates Revenue and Earnings Guidance for 2021 MINNEAPOLIS, May 19, 2021 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global owner and operator of restaurants, today reported financial results for the first fiscal quarter ended April 4, 2021. ? First Quarter 2021 Highlights: ? ? Adjusted EBITDA, a non-GAAP measure |
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May 19, 2021 |
? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? ?QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended April 4, 2021 or ?TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Spec |
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May 19, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? 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 19, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Com |
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April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ???????? Filed by a Party other than the Registrant ?? Check the appropriate box: ?? Preliminary Proxy Statement ?? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? |
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April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive |
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April 22, 2021 |
Exhibit 10.3 TERMINATION AGREEMENT TERMINATION AGREEMENT (this ?Agreement?), dated as of April 19, 2021, by and between FS Special Opportunities I, L.P., a Minnesota limited partnership (?FS Special Opportunities?), and PW Partners, LLC, a Delaware limited liability company (?PW Partners?). W I T N E S S E T H: WHEREAS, on November 10, 2017, PW Partners entered into that certain Stock Purchase Agr |
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April 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a) AND AMENDMENT THERETO FILED PURSUANT TO §240.13d-1(a) (Amendment No. 2 )* BBQ HOLDINGS, INC. (Name of Issuer) Common Stock, $.01 par value per share (Title of Class of Securities) 05551A109 (CUSIP Number) FS Special Opportuniti |
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April 19, 2021 |
Exhibit 99.1 April 2021 SAFE HARBOR STATEMENT Non-GAAP Financial Measures To supplement its consolidated financial statements, which are prepared and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), the Company uses non-GAAP measures including those indicated below. These non-GAAP measures exclude significant expenses and income that are required |
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April 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 5)1 BBQ Holdings, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 05551A 10 9 (CUSIP Number) Patrick Walsh PW |
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April 19, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits ? ? 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 19, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) ? ? Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporati |
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April 7, 2021 |
As filed with the Securities and Exchange Commission on April 7, 2021 Registration No. |
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April 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? 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 5, 2021 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Co |
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April 5, 2021 |
BBQ Holdings, Inc. Reports Results for Fourth Quarter and Fiscal Year 2020 ? ? ? ? BBQ Holdings, Inc. Reports Results for Fourth Quarter and Fiscal Year 2020 MINNEAPOLIS, April 5, 2021 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global owner and operator of restaurants, today reported financial results for the fourth fiscal quarter and fiscal year ended January 3, 2021. Note: Results of the fourth quarter and fiscal year were affected by the COVID-1 |
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April 2, 2021 |
Subsidiaries of BBQ Holdings, Inc Exhibit 21.0 ? SUBSIDIARIES OF BBQ HOLDINGS, INC. ? BBQ Oklahoma Inc BBQ Ventures, Inc. Cowboy Dave's Woodbury, LLC D&D of Minnesota Inc FAMOUS DAVE'S OF AMERICA, INC. FAMOUS DAVE'S RIBS, INC. FAMOUS DAVE'S RIBS-U, INC. Granite City Brew Works Inc Granite City Food & Brewery Inc Granite City Kansas, LLC Granite City, Inc. Granite City Food and Brewery, Inc. Lake and Hennepin BBQ and Blues Inc Mill |
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April 2, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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January 13, 2021 |
Exhibit 10.1 12701 Whitewater Drive, Suite 100 Minnetonka, MN 55343 January 8, 2021 Albert Hank Sent via email to: [email protected] Dear Albert, It is with great pleasure that we extend to you the position of Chief Operating Officer for BBQ Holdings, Inc. reporting to Jeff Crivello, Chief Executive Officer effective January 11, 2021. We are very excited to have you join our executive team |
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January 13, 2021 |
8-K 1 tmb-20210108x8k.htm 8-K 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): January 8, 2021 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of |
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November 10, 2020 |
BBQ Holdings, Inc. Reports Results for Third Quarter of Fiscal Year 2020 ? ? ? BBQ Holdings, Inc. Reports Results for Third Quarter of Fiscal Year 2020 MINNEAPOLIS, November 10, 2020 ? BBQ Holdings, Inc. (NASDAQ: BBQ) (the ?Company?), an innovating global owner and operator of restaurants, today reported financial results for the third fiscal quarter ended September 27, 2020. Note: The third quarter results were affected by the COVID-19 pandemic as well as federal and |
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November 10, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition ? ? 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): November 10, 2020 ? BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) |
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November 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 27, 2020 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Speci |
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August 21, 2020 |
BBQ / BBQ Holdings, Inc. / Philotimo Fund, LP - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) (Amendment No. 2)1 BBQ Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05551A109 (CUSIP Number) MR. DAVID L KANEN KANEN WEALTH |
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August 12, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 28, 2020 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Specified |
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August 12, 2020 |
BBQ Holdings, Inc. Reports Results for Second Quarter of Fiscal Year 2020 BBQ Holdings, Inc. Reports Results for Second Quarter of Fiscal Year 2020 MINNEAPOLIS, August 12, 2020 – BBQ Holdings, Inc. (NASDAQ: BBQ) (the “Company”), an innovating global owner and operator of restaurants, today reported financial results for the second fiscal quarter ended June 28, 2020. Note: The second quarter results were affected by the COVID-19 pandemic as well as federal and state leve |
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August 12, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 12, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission Fil |
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June 19, 2020 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): June 16, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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June 19, 2020 |
EXHIBIT 10.1 BBQ HOLDINGS, INC. AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN (Effective April 24, 2020) 1. General. 1.1 Purpose. The purpose of the 2015 Equity Incentive Plan, as amended and restated hereby (the “Plan”) of BBQ Holdings, Inc. (the “Company”) is to increase stockholder value and to advance the interests of the Company by furnishing a variety of economic incentives (“Incentives”) |
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June 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Pr |
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May 22, 2020 |
INDEX TO SPECIAL PURPOSE STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Exhibit 99.2 INDEX TO SPECIAL PURPOSE STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED Page BBQ Holdings, Inc. Independent Auditor’s Report.....................................................................................................................................1 Special Purpose Financial Statement Special Purpose Statement of Assets Acquired and Liabilities Assumed.................. |
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May 22, 2020 |
Exhibit 99.3 BBQ HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 30, 2018 AND THE THREE QUARTERS ENDED SEPTEMBER 29, 2019 (in thousands) The following Unaudited Pro Forma Condensed Consolidated Statements of Operations for the year ended December 30, 2018, and the three quarters ended September 29, 2019, are presented as if the Company |
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May 22, 2020 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission Fil |
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May 22, 2020 |
INDEX TO SPECIAL PURPOSE STATEMENTS OF REVENUES AND DIRECT EXPENSES Exhibit 99.1 INDEX TO SPECIAL PURPOSE STATEMENTS OF REVENUES AND DIRECT EXPENSES Page Granite City Food & Brewery Independent Auditor’s Report.....................................................................................................................................1 Special Purpose Financial Statements Special Purpose Statements of Revenues and Direct Expenses for the fiscal years ended |
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May 13, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 13, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File N |
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May 13, 2020 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT among BBQ Acquisition, Inc. as “Buyer,” and GRANITE CITY FOOD & Brewery Ltd. and THose Persons Listed on SCHEDULE A as “Sellers” 12368957v1 TABLE OF CONTENTS ARTICLE I. PURCHASE AND SALE OF THE ACQUIRED ASSETS 1 Section 1.1 Transfer of Acquired Assets. 2 Section 1.2 Excluded Assets. 4 Section 1.3 Assumption of Liabilities. 5 Section 1.4 Excluded Liabilities. 6 |
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May 13, 2020 |
Exhibit 10.2 FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) dated as of February 21, 2020 (the “Effective Date”), is made by and among those persons listed on Schedule A attached to this Amendment (each individually, “Seller”, and collectively, “Sellers”), and BBQ Acquisition, Inc., a Minnesota corporation, its successors and assigne |
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May 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 29, 2020 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Specified |
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May 13, 2020 |
BBQ Holdings, Inc. Reports Results for First Quarter of Fiscal Year 2020 BBQ Holdings, Inc. Reports Results for First Quarter of Fiscal Year 2020 MINNEAPOLIS, May 13, 2020 – BBQ Holdings, Inc. (NASDAQ: BBQ) (the “Company”), an innovating global owner and operator of restaurants, today reported financial results for the first fiscal quarter ended March 29, 2020. Note: The First Quarter results were affected by the COVID-19 pandemic as well as federal and state level man |
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May 1, 2020 |
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 30, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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May 1, 2020 |
Exhibit 10.2 DocuSign Envelope ID: E52CF16C-263F-4046-8D3C-D285D6FD4681 PROMISSORY NOTE Borrower: Lender: Granite City, Inc. fka BBQ Acquisition, Inc. 12701 Whitewater Dr Ste 290 Minnetonka, MN 55343-4745 Choice Financial Group Eagan 2640 Eagan Woods Drive Eagan, MN 55121 (651) 289-2222 Principal Amount: $5,810,800.00 SBA LOAN NUMBER. 4935417003. Interest Rate: 1.000% Date of Note: April 29, 2020 |
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May 1, 2020 |
Exhibit 10.1 DocuSign Envelope ID: A50623F0-C47B-4270-8716-99690779E346 PROMISSORY NOTE Borrower: Lender: Famous Dave's of America, Inc 12701 Whitewater Dr Ste 290 Hopkins, MN 55343-4164 Choice Financial Group Eagan 2640 Eagan Woods Drive Eagan, MN 55121 (651) 289-2222 Principal Amount: $7,225,200.00 SBA LOAN NUMBER. 4924917005. Interest Rate: 1.000% Date of Note: April 29, 2020 PROMISE TO PAY. Fa |
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April 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Def |
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April 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D |
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April 21, 2020 |
Exhibit 16.1 April 21, 2020 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, NE Washington, DC 20549 Re: BBQ Holdings, Inc. File No. 001-39053 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of BBQ Holdings, Inc. dated April 21, 2020, and agree with the statements concerning our Firm contained therein. Very truly yours, /s/ Grant Thornton LLP U.S. member f |
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April 21, 2020 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 16, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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March 27, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 27, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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March 27, 2020 |
Subsidiaries of BBQ Holdings, Inc. Exhibit 21.0 SUBSIDIARIES OF BBQ HOLDINGS, INC. Famous Dave’s of America, Inc. BBQ Oklahoma, Inc. BBQ Ventures, Inc. D&D of Minnesota, Inc. Famous Dave’s Ribs of Maryland, Inc. Famous Dave’s Ribs, Inc. Famous Dave’s Ribs-U, Inc. FDA Properties, Inc. Lake & Hennepin BBQ and Blues, Inc. Minwood Partners, Inc. |
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March 27, 2020 |
BBQ Holdings, Inc. Reports Results for Fourth Quarter and Fiscal Year 2019 and Acquisition of Granite City Food & Brewery Restaurants MINNEAPOLIS, March 27, 2020 – BBQ Holdings, Inc. (NASDAQ: BBQ) (the “Company”), an innovating global owner and operator of restaurants, today reported financial results for the fourth fiscal quarter and year ended December 29, 2019. On March 9, 2020, the acquisition |
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March 27, 2020 |
Exhibit 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 The following description sets forth certain material terms and provisions of the securities of BBQ Holdings, Inc. that are registered under Section 12 of the Securities Exchange Act of 1934, as amended. This description also summarizes relevant provisions of Minnesota la |
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March 27, 2020 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 29, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registra |
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March 12, 2020 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets 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): March 9, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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March 12, 2020 |
Exhibit 99.1 MEDIA CONTACT: Jennifer Hoch No Limit Agency 312-526-3996 [email protected] FOR IMMEDIATE RELEASE BBQ Holdings, Inc. Announces Acquisition of 18 Granite City Food & Brewery Restaurants The national restaurant company continues to diversify its portfolio, most recently acquiring the made-from-scratch craft food and craft beer restaurant. Minnetonka, Minn. — BBQ Holdings, Inc., |
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February 18, 2020 |
Exhibit 99.1 MEDIA CONTACT: Jennifer Hoch No Limit Agency 312-526-3996 [email protected] FOR IMMEDIATE RELEASE BBQ Holdings Inc. Announces Their Intent to Acquire the Assets of Granite City Food & Brewery The company has executed an asset purchase agreement to acquire the Minnesota-based restaurant brand. Minnetonka, Minn. — BBQ Holdings Inc., the parent company of Famous Dave’s, Clark Cr |
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February 18, 2020 |
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): February 13, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission F |
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January 9, 2020 |
Offer of Employment Letter to Jim Gilbertson, dated December 17, 2019 Exhibit 10.1 12701 Whitewater Drive, Suite 290 Minnetonka, MN 55343 December 13, 2019 James Gilbertson 3709 Dunbar Knoll Minneapolis, MN 55443 Sent via email to: [email protected] Dear James, It is with great pleasure that we extend to you a conditional offer of employment for the position of Chief Financial Officer for BBQ Holdings, Inc. reporting to Jeff Crivello, Chief Executive Officer effe |
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January 9, 2020 |
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): January 9, 2020 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission Fil |
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January 9, 2020 |
BBQ Holdings, Inc. appoints Chief Financial Officer Exhibit 99.1 BBQ Holdings, Inc. appoints Chief Financial Officer MINNEAPOLIS, January 9, 2020 – BBQ Holdings, Inc. (NASDAQ: BBQ) (the “Company”), an innovating owner and operator of barbeque restaurants, globally, today announced the appointment by the Board of Directors of Jim Gilbertson as the new Chief Financial Officer of the Company. Over the past 20 years Jim has been the Chief Financial Off |
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November 12, 2019 |
Exhibit 10.2 AMENDMENT TO THE INTELLECTUAL PROPERTY LICENSE AGREEMENT This Amendment to Agreement, dated as of October 2, 2019 (the “Amendment”), by and between Travis Clark, individually, and Clark Championship Products LLC, a limited liability company organized under the law of Oklahoma (collectively “Licensor”) and BBQ Oklahoma, Inc., a Minnesota corporation (“Licensee”). Licensor and Licensee |
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November 12, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 12, 2019 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 001-39053 83-4222776 (State or other jurisdiction of incorporation) (Commission F |
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November 12, 2019 |
Exhibit 10.3 SECURED PROMISSORY NOTE FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, MERCURY BBQ LLC, a Delaware limited liability company (the "Borrower"), hereby unconditionally promises to pay to the order of BBQ Oklahoma, Inc., a Minnesota corporation, or its assigns (the "Noteholder", and together with the Borrower, the "Parties"), the principal amount of $2,500, |
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November 12, 2019 |
Exhibit 10.1 INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (the “Agreement”), between Clark Championship Products LLC, a limited liability company organized under the laws of Oklahoma (“Licensor”), and Mercury BBQ Products, LLC (“Licensee”), is effective (the “Effective Date”). RECITALS WHEREAS, Licensor has developed and owns rights in certain Marks, trade s |
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November 12, 2019 |
BBQ Holdings, Inc. Reports Results for Third Quarter of Fiscal 2019 Exhibit 99.1 BBQ Holdings, Inc. Reports Results for Third Quarter of Fiscal 2019 MINNEAPOLIS, November 12, 2019 – BBQ Holdings, Inc. (NASDAQ: BBQ) (the “Company”), an innovating owner and operator of barbeque restaurants, globally, today reported financial results for the third fiscal quarter ended September 29, 2019. Third Quarter 2019 Highlights: · Company-owned same store net sales increased 0. |
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November 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 29, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-39053 BBQ HOLDINGS, INC. (Exact Name of Registrant as Speci |
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November 8, 2019 |
BBQ / BBQ Holdings, Inc. 15-12G - - 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-21625 Famous Dave’s of America, Inc. (Exact name of registrant as specifie |
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November 8, 2019 |
BBQ / BBQ Holdings, Inc. / Philotimo Fund, LP - SC13DA Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 24.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) (Amendment No. 1)1 BBQ Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 05551A109 (CUSIP Number) MR. DAVID L KANEN KANEN WEALTH |
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October 31, 2019 |
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 28, 2019 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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October 25, 2019 |
Form of Specimen Common Stock Certificate. Exhibit 4.3 |
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October 25, 2019 |
DAVE / Famous Dave's of America, Inc. POS AM - - POS AM As filed with the Securities and Exchange Commission on October 25, 2019 Registration No. |
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October 25, 2019 |
DAVE / Famous Dave's of America, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on October 25, 2019 Registration No. |
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October 25, 2019 |
DAVE / Famous Dave's of America, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on October 25, 2019 Registration No. |
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October 25, 2019 |
DAVE / Famous Dave's of America, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on October 25, 2019 Registration No. |
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October 25, 2019 |
DAVE / Famous Dave's of America, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on October 25, 2019 Registration No. |
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October 25, 2019 |
DAVE / Famous Dave's of America, Inc. S-8 POS - - S-8 POS As filed with the Securities and Exchange Commission on October 25, 2019 Registration No. |
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October 22, 2019 |
Entry into a Material Definitive Agreement 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 16, 2019 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 83-4222776 (State or other jurisdiction of incorporation) (Commission File |
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September 16, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K12B CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2019 BBQ HOLDINGS, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 83-4222776 (State or other jurisdiction of incorporation) (Commission |
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September 16, 2019 |
Exhibit 2.1 PLAN OF MERGER This PLAN OF MERGER, dated as of September 6, 2019 (the “Plan”), is entered into by and among Famous Dave’s of America, Inc., a Minnesota corporation (“Famous Dave’s” and after the Effective Time, the “Surviving Corporation”), BBQ Holdings, Inc., a Minnesota corporation and the direct subsidiary of Famous Dave’s (“Holding Company”), and BBQ Merger Sub, Inc., a Minnesota |
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September 16, 2019 |
EX-3.1 3 bbq-20190916ex3102338cd.htm Exhibit 3.1 ARTICLES OF INCORPORATION OF BBQ HOLDINGS, INC. The undersigned, being of full age and for the purpose of forming a corporation under Minnesota Statutes Chapter 302A, does hereby adopt the following articles of incorporation: ARTICLE 1 Name The name of the Corporation is BBQ Holdings, Inc. ARTICLE 2 Registered Office The address of this corporation’ |
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September 16, 2019 |
EX-3.2 4 bbq-20190916ex3230b35e7.htm Exhibit 3.2 BY-LAWS OF BBQ HOLDINGS, INC. ARTICLE 1 OFFICES 1.1Registered Office. The registered office of the Corporation shall be located within the State of Minnesota as set forth in the Articles of Incorporation. The Board of Directors shall have authority to change the registered office of the Corporation and a statement evidencing any such change shall be |
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September 16, 2019 |
Press Release, dated September 17, 2019 EX-99.1 5 bbq-20190916ex991a37556.htm Exhibit 99.1 BBQ Holdings, Inc. Reports Consummation of Holding Company Reorganization MINNEAPOLIS, September 17, 2019 –Famous Dave's of America, Inc. (NASDAQ: DAVE), completed its holding company reorganization whereby Famous Dave’s of America, Inc. became a wholly owned subsidiary of a new public holding company, BBQ Holdings, Inc., a Minnesota corporation ( |
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September 16, 2019 |
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): September 17, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (C |
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September 16, 2019 |
Famous Dave’s of America, Inc. Reports Consummation of Holding Company Reorganization Exhibit 99.1 Famous Dave’s of America, Inc. Reports Consummation of Holding Company Reorganization MINNEAPOLIS, September 17, 2019 –Famous Dave's of America, Inc. (NASDAQ: DAVE), completed its holding company reorganization whereby Famous Dave’s of America, Inc. became a wholly owned subsidiary of a new public holding company, BBQ Holdings, Inc., a Minnesota corporation (NASDAQ: BBQ). Upon consumm |
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September 16, 2019 |
Exhibit 2.1 PLAN OF MERGER This PLAN OF MERGER, dated as of September 6, 2019 (the “Plan”), is entered into by and among Famous Dave’s of America, Inc., a Minnesota corporation (“Famous Dave’s” and after the Effective Time, the “Surviving Corporation”), BBQ Holdings, Inc., a Minnesota corporation and the direct subsidiary of Famous Dave’s (“Holding Company”), and BBQ Merger Sub, Inc., a Minnesota |
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September 6, 2019 |
Famous Dave’s of America, Inc. Reports Approval of Holding Company Reorganization Exhibit 99.1 Famous Dave’s of America, Inc. Reports Approval of Holding Company Reorganization MINNEAPOLIS, September 6, 2019 – The Board of Directors of Famous Dave's of America, Inc. (NASDAQ: DAVE), approved a holding company reorganization whereby Famous Dave’s of America, Inc. will become a wholly owned subsidiary of a new public holding company, BBQ Holdings, Inc., a Minnesota corporation (NA |
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September 6, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): September 6, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Co |
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September 6, 2019 |
Exhibit 2.1 PLAN OF MERGER This PLAN OF MERGER, dated as of September 6, 2019 (the “Plan”), is entered into by and among Famous Dave’s of America, Inc., a Minnesota corporation (“Famous Dave’s” and after the Effective Time, the “Surviving Corporation”), BBQ Holdings, Inc., a Minnesota corporation and the direct subsidiary of Famous Dave’s (“Holding Company”), and BBQ Merger Sub, Inc., a Minnesota |
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September 4, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): September 4, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Co |
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September 4, 2019 |
Exhibit 99.1 |
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August 12, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 12, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Comm |
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August 12, 2019 |
Famous Dave’s of America, Inc. Reports Results for Second Quarter of Fiscal 2019 Exhibit 99.1 Famous Dave’s of America, Inc. Reports Results for Second Quarter of Fiscal 2019 MINNEAPOLIS, August 12, 2019 – Famous Dave's of America, Inc. (NASDAQ: DAVE), an innovating owner and operator of barbeque restaurants, globally, today reported financial results for the second fiscal quarter ended June 30, 2019. Second Quarter 2019 Highlights: · Company-owned same store net sales decreas |
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August 12, 2019 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A 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 14, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commi |
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August 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-21625 FAMOUS DAVE’S of AMERICA, INC. (Exact Name of Registrant as |
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July 16, 2019 |
Completion of Acquisition or Disposition of Assets 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): July 10, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commis |
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June 26, 2019 |
Exhibit 10.3 TERM PROMISSORY NOTE Maximum Advance Amount: Eagan, Minnesota $24,000,000.00June 20, 2019 FOR VALUE RECEIVED, FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, MINWOOD PARTNERS, INC., a Delaware corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOUS DA |
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June 26, 2019 |
EX-10.1 2 dave-20190620ex1016c03c2.htm EX-10.1 Exhibit 10.1 Asset Purchase Agreement This Asset Purchase Agreement (“Agreement”) is made between Desert Ribs LLC, a Delaware limited liability company (“Desert Ribs”), a Delaware limited liability company, Famous Charlie LLC, a Delaware limited liability company (“Famous Charlie”), Famous Freddie LLC, a Delaware limited liability company (“Famous Fre |
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June 26, 2019 |
Exhibit 10.4 REVOLVING PROMISSORY NOTE Maximum Advance Amount: Eagan, Minnesota $1,000,000.00June 20, 2019 FOR VALUE RECEIVED, FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation, MINWOOD PARTNERS, INC., a Delaware corporation, D&D OF MINNESOTA, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS OF MARYLAND, INC., a Minnesota corporation, FAMOUS DAVE’S RIBS, INC., a Minnesota corporation, FAMOU |
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June 26, 2019 |
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): June 20, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commis |
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June 26, 2019 |
Exhibit 10.2 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Agreement”) is made, entered into and effective as of June 20, 2019 (the “Effective Date”), by and between CHOICE FINANCIAL GROUP, a North Dakota banking corporation doing business as Choice Bank (“Lender”), FAMOUS DAVE’S OF AMERICA, INC., a Minnesota corporation (“FDOA”), MINWOOD PARTNERS, INC., a Delaware corporation (“MinWood”), D&D OF MINN |
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June 26, 2019 |
EX-10.5 6 dave-20190620ex105774872.htm EX-10.5 Exhibit 10.5 THIS MORTGAGE AMENDMENT IS PROVIDING ADDITIONAL SECURITY FOR A DEBT AMOUNT FOR WHICH TAX WAS PAID UPON A PORTION THEREOF. TAX IN THE AMOUNT OF $8,800.00 WAS PAID ON THE DEBT AMOUNT OF $3,700,000.00 IN HENNEPIN COUNTY DOCUMENT NOS. T05405041 AND A10388817, RECORDED DECEMBER 9, 2016, WASHINGTON COUNTY DOCUMENT NO. 4094885 RECORDED DECEMBER |
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June 18, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 12, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commis |
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June 18, 2019 |
Exhibit 10.1 PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (“Agreement”) is made and entered into effective as of June 12, 2019 (the “Effective Date”) by and between Famous Dave's of America, Inc., a Minnesota corporation (“Seller”) and General Realty CE LLC, a Florida limited liability company (“Buyer”). In consideration of the Earnest Money, the mutual covenants set forth in this Agreement, and oth |
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June 6, 2019 |
Completion of Acquisition or Disposition of Assets 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): June 3, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commiss |
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May 30, 2019 |
Exhibit 99.1 |
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May 30, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 30, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commiss |
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May 28, 2019 |
Exhibit 99.1 |
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May 28, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 28, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commiss |
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May 20, 2019 |
EX-99.3 5 dave-20190304ex99370d5cb.htm EX-99.3 Exhibit 99.3 Page Unaudited Pro Forma Consolidated Information Unaudited Pro Forma Consolidated Balance Sheet as of December 30, 2018 2 Notes to Unaudited Pro Forma Consolidated Balance Sheet 3 Unaudited Pro Forma Consolidated Statements of Operations for the years ended December 31, 2017 and the three months ended March 31, 2019 4 Notes to Unaudited |
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May 20, 2019 |
Exhibit 99.2 Cornerstar BBQ, Inc., Larkridge BBQ, Inc., Quebec Square BBQ, Inc., and Razorback BBQ, Inc. Interim Unaudited Statements of Operations for the Nine Months ended September 23, 2018 and September 24, 2017 Nine Months Ended September 23, 2018 September 24, 2017 Restaurant sales, net $ 11,538,507 $ 12,855,829 Operating expenses Food and beverage costs 3,475,959 3,768,574 Labor and benefit |
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May 20, 2019 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 4, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Comm |
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May 20, 2019 |
Exhibit 99.1 Page Financial Statements of Businesses Acquired The Cornerstar BBQ, Inc., Larkridge BBQ, Inc., Quebec Square BBQ, Inc., and Razorback BBQ, Inc. Financial Statements: Report of Independent Certified Public Accounting Firm 2 Combined Balance Sheet for the year ended December 24, 2017 (audited) 3 Combined Statement of Operations for the year ended December 24, 2017 (audited) 4 Combined |
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May 16, 2019 |
Submission of Matters to a Vote of Security Holders 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 14, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commiss |
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May 13, 2019 |
Famous Dave’s of America, Inc. Reports Results for First Quarter of Fiscal 2019 Exhibit 99.1 Famous Dave’s of America, Inc. Reports Results for First Quarter of Fiscal 2019 MINNEAPOLIS, May 13, 2019 – Famous Dave's of America, Inc. (NASDAQ: DAVE), an innovating owner and operator of barbeque restaurants, globally, today reported financial results for the first fiscal quarter ended March 31, 2019. First Quarter 2019 Highlights: · Company-owned comparable sales increased 1.3%, |
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May 13, 2019 |
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 13, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commiss |
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May 13, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ⌧QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 or ◻TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 0-21625 FAMOUS DAVE’S of AMERICA, INC. (Exact Nam |
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May 3, 2019 |
Completion of Acquisition or Disposition of Assets 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 29, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commi |
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April 17, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 4)1 Famous Dave’s of America, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 307068106 (CUSIP Number) STEVE W |
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March 29, 2019 |
DAVE / Famous Dave's of America, Inc. DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐Definitive Pr |
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March 29, 2019 |
DAVE / Famous Dave's of America, Inc. DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐Preliminary Proxy Statement ☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒Definitive Pr |
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March 14, 2019 |
Exhibit 99.1 |
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March 14, 2019 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): March 14, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commi |
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March 12, 2019 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of March 12, 2019, is entered into between Big Ten Ribs, Inc., a Wisconsin corporation (the “Seller”) and Famous Dave’s RIBS, Inc., a Minnesota corporation (“Buyer”). RECITALS WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the rights of Seller to the Purchased Assets |
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March 12, 2019 |
Exhibit 10.2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of March 12, 2019, is entered into between Team R n’ B Wisconsin, LLC, a Wisconsin limited liability company (the “Seller”) and Famous Dave’s RIBS, Inc., a Minnesota corporation (“Buyer”). RECITALS WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the rights of Seller t |
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March 12, 2019 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): March 12, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commi |
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March 4, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 1, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of in |
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March 4, 2019 |
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): March 4, 2019 FAMOUS DAVE’S OF AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 0-21625 41-1782300 (State or other jurisdiction of incorporation) (Commis |
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March 4, 2019 |
Exhibit 99.1 Famous Dave’s of America, Inc. Reports Results for Fourth Quarter and Full Year 2018 and Appoints David L. Kanen as Non-Executive Chairman of the Board MINNEAPOLIS, March 4, 2019 – Famous Dave's of America, Inc. (NASDAQ: DAVE), an innovating owner and operator of barbeque restaurants, globally, today reported financial results for the fourth quarter and full year ended December 30, 20 |
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March 4, 2019 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10‑K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 30, 2018 Commission File No. 0‑21625 FAMOUS DAVE’S of AMERICA, INC. (Exact name of registrant as specified in its charter) Minnesota 41‑1782300 (State or other jurisdiction of inco |
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March 4, 2019 |
Subsidiaries of Famous Dave’s of America, Inc. Exhibit 21.0 SUBSIDIARIES OF FAMOUS DAVE'S OF AMERICA, INC. Entity FEIN % of Ownership D&D of Minnesota, Inc. 41-1856702 100% Famous Dave's Ribs of Maryland, Inc. 41-1958496 100% Famous Dave's Ribs, Inc. 41-1884517 100% Famous Dave's Ribs-U, Inc. 41-1884548 100% FDA Properties, Inc. 36-4379010 100% Lake & Hennepin BBQ and Blues, Inc. 41-1834594 100% Minwood Partners, Inc. 51-0396229 100% Mercury B |
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March 4, 2019 |
Exhibit 10.41 FORM- EMPLOYEE Famous Dave’s of America, Inc. Restricted Stock Agreement This Restricted Stock Agreement (the “Agreement”) is made effective as of by and between Famous Dave’s of America, Inc., a Minnesota corporation (the “Company”), and (“Employee”). Background A.Employee has been hired to serve as an employee of the Company and the Company desires to induce Employee to continue to |
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March 4, 2019 |
Exhibit 10.42 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement effective February 28, 2019 (the “Second Amendment”) modifies the Employment Agreement (the “Agreement”) by and between Famous Dave’s of America, Inc., a Minnesota Corporation (the “Company”), and Jeffery Crivello (“Executive”) effective November 14, 2017 and the Amendment to Employment Agreeme |
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March 4, 2019 |
Exhibit 10.43 SECOND AMENDMENT TO EMPLOYMENT AGREEMENT This Second Amendment to the Employment Agreement effective February 28, 2019 (the “Second Amendment”) modifies the Employment Agreement (the “Agreement”) by and between Famous Dave’s of America, Inc., a Minnesota Corporation (the “Company”), and Geovannie Concepcion (“Executive”) effective April 13, 2016 and the Amendment to Employment Agreem |
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March 4, 2019 |
Exhibit 10.39 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment to the Employment Agreement, effective November 12, 2018 (the “Amendment”), modifies the Employment Agreement (the “Agreement”) by and between Famous Dave’s of America, Inc., a Minnesota Corporation (the “Company”), and Paul Malazita (“Executive”), effective March 6, 2018. This Amendment is made in accordance with Section 9(c) of the A |