UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DC ~~D.C.~~ 20549

~~_______________________________________~~Form 8-K

FORM 8-K

_______________________________________

CURRENT REPORT

~~PURSUANT~~Pursuant to ~~TO SECTION~~ Section 13 ORor 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported): November 8, 2024

Date of Report (Date of earliest event reported): September 11, 2024

_______________________________________

BurgerFi International, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________

001-38417		Delaware		82-2418815
(Commission File Number)		(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

001-38417		Delaware	82-2418815
200 E Las Olas Blvd., Suite 1400, Fort Lauderdale, FL	33301
(CommissionFile Number)		(State or Other Jurisdictionof Incorporation)	(I.R.S. EmployerIdentification No.)
(Address of principal executive offices)	(Zip Code)

200 East Las Olas Blvd., Suite 1400Fort Lauderdale, FL			33301
(Address of Principal Executive Offices)			(Zip Code)

(954) 618-2000

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including area ~~Area Code~~code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, Ifif ~~Changed~~changed ~~Since~~since last ~~Last Report~~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:

☐¨ 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))

¨	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 Act:

Title of each class

TradingSymbol(s)

Name of each exchangeon which registered

Common stock, par value $0.0001 per share

BFI

The Nasdaq Stock Market LLC

Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share

BFIIW

The Nasdaq Stock Market LLC

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ §240.12b-2 of this chapter).

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 1.01. Entry into a Material Definitive Agreement.

The information set forth below in Item 1.03 of this Current Report on Form 8-K ~~(this “Form 8-K)~~ regarding the ~~DIP~~Sale ~~Financing~~Orders ~~Agreement~~and ~~(as~~related ~~defined~~asset ~~below)~~purchase agreements is incorporated herein by reference.

Item 1.03. Bankruptcy or Receivership.

OnAs previously reported, on September 11, 2024, BurgerFi International, Inc. (the “Company”) and ~~one hundred fourteen (~~114) ~~affiliates~~direct ~~(the~~or ~~“Affiliates”~~indirect ~~and~~subsidiaries (collectively with the Company ~~and the Affiliates~~, the “Debtors”) ~~each~~ filed a voluntary ~~petition~~petitions for relief ~~(the “Bankruptcy Petition”)~~ under chapter 11 of ~~title~~Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District Court of Delaware (the “~~Bankruptcy~~ Court”). The ~~All~~Debtors ~~such~~are ~~chapter~~operating 11as ~~cases~~debtors in ~~the~~possession ~~Company’s~~in ~~bankruptcy~~accordance ~~case~~with ~~are~~the ~~being~~applicable ~~jointly~~provisions ~~administered~~of by the Bankruptcy ~~Court~~Code and their cases are being jointly administered under the caption In re BurgerFi International, Inc., ~~et al.,~~ Case No. 24-12017 (CTG). The Company is continuing to operate its business as a debtor in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Further information about the Bankruptcy Petition and the Company’s chapter 11 case is available free of charge at the website maintained by Company’s claims and noticing agent at https://cases.stretto.com/BFI.

InOn ~~connection~~November ~~with~~8, ~~the Bankruptcy Petition~~2024, the ~~Debtors filed motions seeking Bankruptcy~~ Court ~~approval~~entered oforders ~~debtor-in-possession~~approving ~~financing on~~ the ~~terms~~sales ~~set~~by ~~forth~~the inDebtors ~~that~~of ~~certain~~the ~~Secured~~Anthony’s ~~Super-Priority~~Coal ~~Debtor-in-Possession~~Fired ~~Credit~~Pizza ~~Agreement,~~assets ~~dated~~and onthe ~~September~~BurgerFi ~~14,~~assets ~~2024,~~to asTREW Capital ~~amended,~~Management ~~restated,~~Private ~~supplemented,~~Credit or2 ~~otherwise~~LLC ~~modified from time to time~~ (~~the~~ “~~DIP Financing Agreement~~TREW”), byor ~~and~~its ~~among~~designees ~~the~~[Docket ~~(i) the Company, (ii) Plastic Tripod, Inc~~Nos., a310 ~~Delaware corporation~~ and a311] ~~subsidiary of the Company~~ (~~together with~~ the ~~Company, each a~~ “~~Borrower”~~Sale ~~and collectively, “Borrowers~~Orders”),. Among ~~(iii) the~~ other ~~subsidiaries~~things, of the ~~Company~~Sale ~~party~~Orders ~~thereto~~provide ~~(each~~for ~~a “Guarantor” and collectively,~~ the ~~“Guarantors”~~sale ~~and~~of ~~together with Borrowers,~~ the ~~“Credit~~Anthony’s ~~Parties”),~~Coal ~~and~~Fired ~~(iv)~~Pizza ~~TREW~~assets ~~Capital~~in ~~Management~~exchange ~~Private~~for ~~Credit 2 LLC,~~ a ~~Delaware~~credit ~~limited~~bid ~~liability~~of $44 ~~company,~~million asand the ~~sole~~assumption ~~lender~~of ~~under~~certain ~~the~~liabilities ~~Credit~~by ~~Agreement~~TREW, ~~(“Lender”)~~ and ~~also~~for asthe ~~administrative~~sale ~~agent~~of ~~and~~the ~~collateral~~BurgerFi ~~agent~~assets (in ~~such~~exchange ~~capacities,~~for ~~together~~a ~~with~~credit ~~its~~bid ~~successors~~of $10 million and ~~permitted assigns,~~ the ~~“Senior~~assumption ~~Administrative~~of ~~Agent”~~certain ~~and~~liabilities ~~together~~by TREW, with ~~the~~these ~~Lender~~transactions ~~and~~serving ~~the~~to ~~Senior~~fully ~~Administrative~~satisfy ~~Agent,~~ the ~~“Lender~~Debtors’ ~~Parties”).The~~obligations under ~~DIP~~their ~~Financing Agreement provides for~~ senior secured superpriority debtor-in-possession financing facilities ~~(the~~and ~~“DIP~~with ~~Financing”) consisting of a $5,180,000 senior secured, multiple-draw credit facility to~~ the Debtors ~~comprised~~retaining ofcertain ~~(x)~~assets ~~(i)~~and anclaims for ~~Interim New Money DIP Loan in~~ the ~~aggregate~~benefit ~~principal amount~~ of upunsecured tocreditors. ~~$3,500,000~~The ~~and~~sale ~~(ii)~~of ~~an Interim Roll Up DIP Loan in~~ the ~~aggregate~~Anthony’s ~~principal~~Coal ~~amount~~Fired ofPizza ~~$7,000,000,~~assets ~~each~~closed ofon ~~which~~November ~~will be available to be drawn or deemed drawn~~15, ~~as applicable~~2024, ~~after entry of the Interim Order (as defined below)~~ and ~~(y) (i) an Additional New Money DIP Loan in~~ the ~~aggregate principal amount~~ sale of ~~up to $1,680,000, and (ii) an Additional Roll Up DIP Loan in~~ the ~~aggregate~~BurgerFi ~~principal~~assets ~~amount~~closed ofon $3November 27,~~360,000,~~ ~~each of which will be available to be drawn or deemed drawn after entry of the Final Order~~2024.

~~The~~On ~~Borrowers~~November ~~shall~~14, ~~repay~~2024, toeach Debtor ~~the~~filed ~~Lender~~its onSchedule ~~the~~of ~~Maturity~~Assets ~~Date~~and ~~the~~Liabilities ~~aggregate~~and ~~principal~~its ~~amount~~Statement of ~~all~~Financial ~~Loans~~Affairs ~~outstanding on such date~~(collectively, ~~together~~the ~~with~~“Schedules ~~all accrued~~ and Statements”). ~~unpaid~~The ~~interest~~Debtors ~~thereon,~~prepared ~~any~~the ~~outstanding~~Schedules ~~fees,~~and inStatements ~~each case, payable in accordance~~ with the ~~DIP~~assistance ~~Loan Documents. Use~~ of ~~proceeds~~their ofadvisors ~~the~~and ~~Loans shall only be used~~ in accordance with section ~~the~~521 ~~Budget~~of ~~and~~ the ~~DIP~~Bankruptcy ~~Order.~~Code ~~The~~and ~~DIP~~Rule ~~Financing~~1007 isof ~~subject~~the toFederal ~~certain~~Rules ~~customary covenants and events~~ of ~~default~~Bankruptcy ~~as set forth in the DIP Financing Agreement~~Procedure.

~~The~~Further ~~foregoing~~information ~~description~~regarding the ~~and~~Debtors’ ~~any~~pending ~~undefined~~bankruptcy ~~terms~~cases, and copies of ~~the~~all ~~DIP~~pleadings ~~Financing~~therein, ~~Agreement~~including ~~are~~the ~~qualified~~Sale inOrders, ~~its~~the ~~entirety~~asset bypurchase ~~reference~~agreements, as towell as the ~~DIP~~Schedules ~~Order~~and ~~entered~~Statements, byare ~~the~~available ~~Bankruptcy~~free ~~Court~~of ~~and~~charge at the ~~DIP~~website ~~Financing~~maintained ~~Agreement~~by ~~filed~~Company’s ~~with~~claims ~~the~~and ~~Bankruptcy~~noticing agent ~~Court.~~at https://cases.stretto.com/BFI.

Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

The filing of the Bankruptcy Petition described in Item 1.03 above constitutes an event of default that accelerates the Company’s obligations under the following agreements: that certain Credit Agreement, dated as of December 15, 2015, by and among (i) the Credit Parties, and (ii) TREW Capital Management Private Credit 2 LLC, a Delaware limited liability company, as the sole lender (“Senior Secured Lender”) and as administrative agent (the “Senior Administrative Agent”) and collateral agent (in such capacities and together with the Senior Secured Lender and the Senior Administrative Agent, the “Senior Secured Lender Parties”) (as amended from time to time, the “Existing Credit Agreement”); that certain Secured Promissory Note (the “Note”), dated February 24, 2024, by and between the Borrowers and CP7 Warming Bag, L.P. (“Junior Lender”), as amended by Amendment No.1 to the Note, dated May 30, 2024; and that certain Emergency Protective Advance Agreement (the “Advance Agreement”), dated August 8, 2024, by and between the Credit Parties, the Senior Secured Lender Parties, and the Junior Lender (collectively, the Existing Credit Agreement, the Note, and the Advance Agreement are referred to as the “Financial Obligation Agreements”). The Financial Obligation Agreements provide that as a result of the Bankruptcy Petition described in Item 1.03 above, all obligations to pay any debts, principal,

interest, fees, expenses, and other amounts due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Financial Obligation Agreements are automatically stayed as a result of the Bankruptcy Petition, and the creditors’ rights of enforcement in respect of the Financial Obligation Agreements are subject to the applicable provisions of the Bankruptcy Code.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 12, 2024, the Company received written notice from the director of the Listing Qualifications department of The Nasdaq Stock Market (“Nasdaq”), notifying the Company that the Company’s securities will be delisted from Nasdaq in accordance with Listing Rules 5101, 5110(b), and IM-5101-1, and for failure to satisfy Listing Rules 5550(a)(2), 5250(c)(1), and 5605. Accordingly, trading of the Company’s Common Stock will be suspended at the opening of business on September 23, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on Nasdaq. The Company does not intend to appeal Nasdaq’s determination.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~November 1615, 2024, ~~David~~Carl Bachman ~~Heidecorn~~departed ~~resigned~~the ~~from~~Company ~~the~~and ~~board~~his ofrole ~~directors~~as Chief Executive Officer and joined the purchaser of the ~~Company,~~Anthony’s ~~effective~~Coal ~~immediately~~Fired Pizza assets. Mr. ~~Heidecorn~~Bachman’s ~~resignation~~departure was not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 78.01 ~~Regulation~~. FDOther ~~Disclosure~~Events.

OnModified ~~September 11, 2024, the Company issued a press release announcing the filing of the Bankruptcy Petition described in Item 1~~Reporting.~~03 above. A copy of the press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.~~

OnDuring ~~September~~the ~~16,~~pendency ~~2024~~of its bankruptcy case, the Company ~~issued~~plans ato ~~press~~modify ~~release~~its ~~announcing~~reporting ~~the~~with ~~DIP~~respect ~~Financing~~to ~~described~~its inobligations ~~Item~~under ~~1.03~~federal ~~above~~securities laws. AIn ~~copy~~lieu of ~~the~~filing periodic ~~press~~reports ~~release~~on isForms ~~being~~10-K ~~filed~~or as10-Q, ~~Exhibit~~the ~~99.2~~Company plans to ~~this~~file Current Reports on Form 8-K ~~and~~attaching the monthly operating reports as filed with the Court. The Company believes that this modified reporting program is ~~incorporated~~consistent ~~herein~~with bythe ~~reference~~protection of its investors as set forth in the SEC Exchange Act Release No. 9660, dated June 30, 1972.

~~The~~Cautionary ~~information~~Information ~~contained~~Regarding ~~in this Item 7.01 is being furnished under Item 7.01 of Current Report on Form 8-K and shall not be deemed “filed” for purposes of Section 18 of~~ the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information~~ Schedules and ~~exhibit be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by reference in such a filing.~~Statements

~~Item~~The 9Company cautions investors and potential investors not to place undue reliance upon the information contained in the Schedules and Statements because they were not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company.01 The Company may not be required to update the Schedules and Statements on the occurrence of future events, including in the event that the facts, estimates and assumptions upon which the Schedules and Statements are based prove to be erroneous. ~~Financial~~The Schedules and Statements were not audited or reviewed by an independent registered public accounting firm, do not contain all of the information and ~~Exhibits~~footnotes required by generally accepted accounting principles under applicable law, and are subject to future adjustment and reconciliation. Results or information set forth in the Schedules and Statements should not be viewed as indicative of future results or information.

Exhibit No.			Description
99.1			Press Release of BurgerFi International, Inc. issued on September 11, 2024.
99.2			Press Release of BurgerFi International, Inc. issued on September 16, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

Cautionary Information Regarding Forward-Looking Statements

Certain statements and information included in this Current Report on Form 8-K may constitute “forward-looking” statements that are generally identifiable through the use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that are made regarding financial expectations. The forward-looking statements speak only as of the date of this Current Report on Form 8-K, and the Company undertakes no obligation to update or revise such statements to reflect new information or events as they occur. These statements are based on a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Investors are cautioned that any such statements are not guarantees of future business or financial performance and that actual future results may differ materially due to a variety of factors. Factors that could cause the Company’s results to differ materially include, but are not limited to, the following: (i) the Company’s ability to obtain Court approval with respect to motions and actions in connection with a plan of reorganization in or other resolution of the Chapter 11 Case; (ii) the Company’s ability to operate its business during the pendency of the Chapter 11 Case; (iii) the effects of the filing of the Chapter 11 Case on the Company’s business operations and the upon the interests of various creditors, stockholders and other stakeholders; (iv) the length of time the Company will operate as a debtor in possession in the Chapter 11 Case; (v) risks associated with motions and other actions that third parties may take in the Chapter 11 Case, which may interfere with the Company’s ability to develop, secure approval of, and consummate a plan of reorganization or other resolution of the Chapter 11 Case; (vi) the potential adverse effects of the Chapter 11 Case on the Company’s financial condition, business operations, customers and potential customers, employees, liquidity, and results of operations; and (vii) other factors disclosed by the Company from time to time in its filings with the SEC, including those described under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the period ended July 31, 2016. As a result of these factors, the Company’s actual results may differ materially from those indicated or implied by such forward-looking statements.

Cautionary Information Regarding Trading in the Company’s Equity Securities.

The Company’s stockholders are cautioned that trading in shares of the Company’s equity securities during the pendency of its bankruptcy case is highly speculative and poses substantial risks, including the risk that the Company’s stock may be of little or no value. Trading prices for the Company’s equity securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities upon the conclusion of the bankruptcy case. Therefore, the Company urges extreme caution with respect to existing and future investments in its securities.

Except as required by law, the Company disclaims any obligation to publicly update such statements.

SIGNATURES

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

Dated: ~~September~~December 172, 2024

~~BURGERFI~~BurgerFi ~~INTERNATIONAL~~International, ~~INC~~Inc. By: /s/ Jeremy Rosenthal Jeremy Rosenthal, Chief Restructuring Officer

Filing Compare · BurgerFi International, Inc.