FAT BRANDS, INC : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01. Entry Into a Material Definitive Agreement.

On November 14, 2022, FAT Brands Inc.a Delaware corporation (the “Company”), entered into an ATM Sales Agreement (the “Sales Agreement”) with ThinkEquity LLC
(the “Agent”), pursuant to which the Company may offer and sell from time to time through the Agent up to $21,435,000 maximum aggregate offering price of shares (the “Placement Shares”) of (i) Class A Common Stock, par value $0.0001
per share, of the Company, and/or (ii) 8.25% Series B Cumulative Preferred Stock, par value $0.0001 per share, of the Company, in such amounts as the Company may specify by notice to the Agent, in accordance with the terms and conditions set forth in the Sales Agreement.

The offer and sale of the Placement Shares from time to time by the Company have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to statement to the Company’s registration on Form S-3 (File No. 333-261365), which was declared effective by the US Securities and Exchange Commission (the “SEC”) on February 8, 2022. The Company has filed a prospectus supplement, dated November 14, 2022with the SEC in connection with the offer and sale of the Placement Shares.

The Company will pay the Agent a commission of 3.0% of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the Sales Agreement. Under the Sales Agreement, the Agent may sell the Placement Shares in sales deemed to be an “at-the-market offering” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Placement Shares, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or by any other method permitted by law. The Company may instruct the Agent not to sell the Placement Shares if the sales cannot be effected at or above the price designated by the Company from time to time. The Company is not obligated to make any sales of the Placement Shares under the Sales Agreement.

The offering pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of the Placement Shares subject to the Sales Agreement, and (ii) termination of the Sales Agreement as permitted therein. The Company may terminate the Sales Agreement in its sole discretion at any time by giving ten days’ prior notice to the Agent. The Agent may terminate the Sales Agreement under the circumstances specified in the Sales Agreement and in its sole discretion at any time by giving ten days’ prior notice to the company.

The Sales Agreement contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. Under the terms of the Sales Agreement, the Company has agreed to indemnify the Agent against certain specified types of liabilities, including liabilities under the Securities Act, to contribute to payments the Agent may be required to make in respect of these liabilities, and to reimburse the agent for certain expenses . In the ordinary course of business, the Agent or its affiliates may from time to time provide various investment banking or financial advisory services to the Company and/or its affiliates, for which the Agent or its affiliates may receive customary compensation.

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the complete terms of the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “8-K”) and is incorporated by reference into this Item 1.01.


Item 8.01. Other Events.



Exhibit 5.1 Opinion


A copy of the opinion of Greenberg Traurig, LLP with respect to the validity of the Placement Shares that may be sold and issued pursuant to the Sales Agreement is attached as Exhibit 5.1 to this 8-K. This 8-K is also being filed for the purpose of filing Exhibits 5.1 and 23.1 hereto as exhibits to the Company’s effective Registration Statement on Form S-3 (File No. 333-261365), and such exhibits are hereby incorporated by reference into such Registration Statement.

This 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Placement Shares or any other securities of the Company.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit No.                               Description
    5.1         Opinion of Greenberg Traurig, LLP
   10.1         ATM Sales Agreement, dated November 14, 2022, by and between the
              Company and ThinkEquity LLC
   23.1         Consent of Greenberg Traurig, LLP (included within the opinion
              filed as Exhibit 5.1)
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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