Item 2.01. Completion of Acquisition or Disposition of Assets.

Membership Interest Purchase Agreement

On January 25, 2023, Bad Daddy's International, LLC ("BDI"), a wholly-owned subsidiary of Good Times Restaurants Inc. (the "Company") entered into a Membership Interest Purchase Agreement ("Purchase Agreement") by and among Bad Daddy's International, LLC and Thompson Family Associates, RFM Ventures, LLC, Richard Miller, Vicki T. Ponce, Covington DeRamus, ACR Capital Ventures, LLC, Bill Duke, Jim Verney and Jim Abbott (collectively, the "Sellers"). Pursuant to the Purchase Agreement, BDI purchased limited liability company membership interests (the "Joint Venture Interests") from its partners in five of the Company's restaurant joint ventures as follows: (i) 76.7980% of the equity interests of Bad Daddy's Burger Bar of Winston Salem, LLC ("BD Winston"; (ii) 50.0000% of the equity interests of Bad Daddy's of Fayetteville, LLC ("BD Fayetteville"); (iii) 42.1000% of the equity interests of BD of Greenville, LLC ("BD Greenville"); (iv) 49.0000% of the equity interests of BD of Wendover Commons, LLC ("BD Wendover Commons"); and (v) 24.6591% of the equity interests of BD of McDaniel Village, LLC ("BD McDaniel; and collectively with BD Winston, BD Fayetteville, BD Greenville and BD Wendover Commons, LLC, the "Joint Ventures"). The consummation of the purchase of the Joint Venture Interests resulted in BDI owning all of the equity interests of the Joint Ventures such that each Joint Venture became a wholly-owned subsidiary of the Company. The aggregate cash purchase price paid to the Sellers was $4,394,205.00. Mr. Abbott serves as BDI's Vice President of Operations and, as one of the Sellers, received approximately $523,000 of the aggregate proceeds as consideration for the portion of the Joint Venture Interests that he owned. The Purchase Agreement also contains customary representations, warranties and covenants of BDI and the Sellers.

The forgoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.





Credit Agreement Amendment

Additionally, on January 24, 2023, the "Company" and each of its wholly-owned subsidiaries, as guarantors, entered into an Eighth Amendment to Credit Agreement (the "Amendment") with respect to the Company's Credit Agreement with Cadence Bank, N.A., as lender, entered into on September 8, 2016, as amended on September 11, 2017 by the First Amendment to Credit Agreement (the "First Amendment"), as further amended on October 31, 2018 by the Second Amendment to Credit Agreement (the "Second Amendment"), as further amended on February 21, 2019 by the Third Amendment to Credit Agreement (the "Third Amendment"), as further amended on December 9, 2019 by the Fourth Amendment to Credit Amendment (the "Fourth Amendment"), as further amended on January 8, 2021 by the Fifth Amendment to Credit Amendment (the "Fifth Amendment"), as further amended on August 12, 2021 by the Sixth Amendment to Credit Amendment (the "Sixth Amendment"), and as further amended on January 31, 2022 by the Seventh Amendment to Credit Agreement (the "Seventh Amendment" and, together with the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment, the "Credit Agreement").

The Amendment, among other things, amends the Credit Agreement to extend its maturity date to April 30, 2023, provides lender consent required under the Credit Agreement for the acquisition of the Joint Venture Interests, and provides EBITDA credit under the facility for a portion of the approximately $850,000 of full-year EBITDA (as that term is defined in the Credit Agreement), that was previously allocated to the non-controlling members of the Joint Ventures. The Amendment also includes a covenant obligating the Company to join the now wholly-owned Joint Ventures as guarantors under the Credit Agreement. As of the date hereof, there are no outstanding borrowings under the facility.

The forgoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed in Exhibit 10.2 to this current report on Form 8-K and is incorporated by reference herein.

In connection with the acquisition of Joint Venture Interests, the Company issued a press release on January 30, 2023, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 regarding the Amendment is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.




 Number    Description

 10.1*       Membership Interest Purchase Agreement, dated January 25, 2023 by and
           among Bad Daddy's International, LLC and Thompson Family Associates,
           RFM Ventures, LLC, Richard Miller, Vicki T. Ponce, Covington DeRamus,
           ACR Capital Ventures, LLC, Bill Duke, Jim Verney and Jim Abbott

 10.2*       Eighth Amendment to Credit Agreement and Waiver, dated January 24,
           2023 by and
           among Good Times Restaurants Inc., each of its wholly-owned
           subsidiaries and Cadence
           Bank, N.A.

  10.3       Cadence Bank Credit Agreement   (previously filed as Exhibit 10.1 to
           the
           registrant's Current Report on Form 8-K filed September 13, 2016 and
           incorporated herein by reference)

  10.4       Cadence Bank First Amendment to Credit Agreement   (previously filed
           as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed
           September 12, 2017 and incorporated herein by reference)

  10.5       Cadence Bank Second Amendment to Credit Agreement   (previously filed
           as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed
           November 2, 2018 and incorporated herein by reference)

  10.6       Cadence Bank Third Amendment to Credit Agreement   (previously filed
           as Exhibit 10.1 to the registrant's Current Report on Form 10-Q filed
           May 10, 2019 and incorporated herein by reference)

  10.7       Cadence Bank Fourth Amendment to Credit Agreement   (previously filed
           as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed
           December 13, 2019 and incorporated herein by reference)












   10.8         Cadence Bank Fifth Amendment to Credit Agreement   (previously filed
              as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed
              January 14, 2021 and incorporated herein by reference)

   10.9         Cadence Bank Sixth Amendment to Credit Agreement   (previously filed
              as Exhibit 10.1 to the registrant's Current Report on Form 8-K filed
              August 16, 2021 and incorporated herein by reference)

   10.10        Cadence Bank Seventh Amendment to Credit Agreement   (previously
              filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K
              filed February 3, 2022 and incorporated herein by reference)

   99.1*        Press Release dated January 30, 2023

Exhibit 104   Cover Page Interactive Data File (formatted as Inline XBRL and
              contained in Exhibit 101).

*Filed herewith

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