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~~June 42, 2020

REGIONAL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware	33-13110-NY	11-2831380
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6060 Parkland Boulevard, Cleveland, Ohio	44124
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (216) 825-4000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

OnEffective ~~May~~June 42, 2020, ~~Regional~~ Regional Brands Inc. (the “Company”) ~~posted~~entered into an Amendment to Subscription Agreements (the “Amendment to Subscription Agreements”) with the Company’s ~~website~~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 ~~letter~~placement tocompleted on November 1, 2016. Also, effective June 2, 2020, the Company entered into an Omnibus Amendment (the “Omnibus Amendment”) with the Company stockholders ~~from~~that are parties thereto, that amends the ~~Chairman~~Securities Purchase Agreement, dated as of April 8, 2016 (the ~~Board~~ “Securities Purchase Agreement”), by and among the ~~Chief~~Company ~~Executive~~and ~~Officer~~the ~~providing~~investors annamed ~~update~~therein and onthe 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 ~~underlying~~securities ~~operating~~listed ~~business~~on ~~and~~the ~~summary~~signature ~~financial information~~pages thereto.

The ~~letter~~amendments, ~~is accessible~~among onother things, remove the Company’s ~~website,~~obligations ~~www.regionalbrandsinc.com,~~ under the ~~“Investor~~foregoing ~~Relations”~~agreements ~~heading,~~to ~~through~~file periodic reports with the ~~“Press~~Securities ~~Releases~~and &Exchange ~~Filings~~Commission (“SEC”) ~~tab,~~and atreplace ~~“May~~them 4,with ~~2020~~obligations ~~Letter~~ to ~~Stockholders.”~~provide ~~The~~certain ~~contents~~financial ofinformation ~~the~~on ~~Company’s~~a ~~website~~semi-annual ~~are~~basis ~~not~~to ~~incorporated~~the byparties ~~reference~~of insuch ~~this~~agreements ~~Current~~upon ~~Report~~their ~~on Form 8-K~~request.

~~Forward~~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-~~Looking~~K ~~Statements~~as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference into this Item 1.01.

~~The~~Item ~~letter referenced above contains statements about future events and expectations that are characterized as “forward-looking statements~~8.~~” Forward-looking~~01 ~~statements~~Other ~~are based upon management’s beliefs, assumptions, and expectations~~Events. Forward-looking statements involve risks and uncertainties, including those described in the Company’s filings with the SEC, that may cause the Company’s actual results, performance, and financial condition to be materially different from the expectations of future results, performance, and financial condition expressed or implied in such forward-looking statements. You are cautioned to not put undue reliance on forward-looking statements. The Company disclaims any intent or obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Filing Compare · Regional Brands Inc.