Item 1.01. Entry into a Material Definitive Agreement.
Effective June 2, 2020, Regional Brands Inc. (the "Company") entered into an
Amendment to Subscription Agreements (the "Amendment to Subscription
Agreements") with the Company stockholders that are parties thereto, that amends
all of the separate Subscription Agreements (the "Subscription Agreements") made
and entered into by the Company and the respective subscribers named therein in
connection with the issuance and sale by the Company of shares of its common
stock ("Common Stock") in a private placement completed on November 1, 2016.
Also, effective June 2, 2020, the Company entered into an Omnibus Amendment (the
"Omnibus Amendment") with the Company stockholders that are parties thereto,
that amends the Securities Purchase Agreement, dated as of April 8, 2016 (the
"Securities Purchase Agreement"), by and among the Company and the investors
named therein and the Registration Rights Agreement, dated as of April 8, 2016
(the "Registration Rights Agreement"), by and among the Company and the holders
of the Company's securities listed on the signature pages thereto.
The amendments, among other things, remove the Company's obligations under the
foregoing agreements to file periodic reports with the Securities and Exchange
Commission ("SEC") and replace them with obligations to provide certain
financial information on a semi-annual basis to the parties of such agreements
upon their request.
The foregoing description of the Amendment to Subscription Agreements and the
Omnibus Amendment is a summary and is qualified in its entirety by reference to
the full text of the Form of Amendment to Subscription Agreements and the Form
of Omnibus Amendment, which are attached to this Current Report on Form 8-K as
Exhibits 10.1 and 10.2, respectively, and are incorporated by reference into
this Item 1.01.
Item 8.01 Other Events.
Termination of SEC Reporting
The Company was obligated to file periodic reports with the SEC pursuant to the
terms of the Subscription Agreements, the Securities Purchase Agreement and the
Registration Rights Agreement. As described in Item 1.01 of this Current Report
on Form 8-K, effective June 2, 2020, the Company entered into amendments to the
foregoing agreements that removed the Company's obligations to file periodic
reports with the SEC. As a result of the amendments, the Company is no longer
obligated to and will not voluntarily file reports with the SEC following this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description of Exhibit
10.1 Form of Amendment to Subscription Agreements, effective as of June 2,
2020.
10.2 Form of Omnibus Amendment, effective as of June 2, 2020.
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