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): ~~March~~September 195, 2019

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)

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.)

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

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))

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 ¨

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.

On ~~March~~September 195, 2019, B.R. Johnson, LLC (“BRJ LLC”), a majority-owned subsidiary of Regional Brands Inc., entered into a First Amendment Agreement (the “~~Company~~Amendment”) ~~posted~~which toamends the ~~Company’s~~Credit ~~website~~and aSecurity ~~letter~~Agreement todated ~~stockholders~~as ~~from~~of ~~the~~November ~~Chairman of~~1, ~~the~~2016 ~~Board~~by and among BRJ LLC, the ~~Chief~~lenders ~~Executive~~which ~~Officer~~are ~~providing~~party anthereto, ~~update~~and onKeyBank National Association, as the ~~progress~~agent offor the ~~Company’s~~lenders ~~underlying~~(as ~~operating~~so ~~business~~amended, the “Credit Agreement”).

The ~~letter~~Amendment ~~is accessible~~provides onfor, ~~the~~among ~~Company’s~~other ~~website~~things, ~~www.regionalbrandsinc.com,~~an ~~under~~increase in the ~~“Investor~~maximum ~~Relations”~~borrowing ~~heading,~~amount ~~through~~available pursuant to the ~~“Press~~revolving credit facility under ~~Releases~~the &Credit ~~Filings”~~Agreement ~~tab~~from $6,000,000 atto ~~“March~~(1) 19$8,000,000 ~~2019~~for ~~Letter~~the toperiod ~~Stockholders.”~~beginning ~~The~~September ~~contents~~5, of2019 ~~the~~and ~~Company’s website~~ending ~~are~~December ~~not~~31, ~~incorporated~~2019 and by(2) ~~reference~~$7,000,000 inon ~~this~~January ~~Current~~1, ~~Report~~2020 onand ~~Form 8-K~~thereafter.

~~Forward~~The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8-~~Looking~~K ~~Statements~~as Exhibit 10.1 and is 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~~2.~~” Forward-looking statements are based upon management’s beliefs, assumptions, and expectations~~03. ~~Forward-looking~~Creation statements involve risks and uncertainties, including those described in the Company’s Annual Report on Form 10-K and other 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~~a ~~results,~~Direct ~~performance,~~Financial ~~and~~Obligation ~~financial condition expressed~~ or ~~implied~~an inObligation ~~such~~under ~~forward-looking~~an ~~statements. You are cautioned to not put undue reliance on forward~~Off-~~looking~~Balance ~~statements.~~Sheet ~~The~~Arrangement ~~Company~~of ~~disclaims any intent or obligation to update any forward-looking statements, whether as~~ a ~~result of new information, future events, or otherwise~~Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

	Exhibit Number		Description of Exhibit

	10.1		First Amendment Agreement, dated as of September 5, 2019, to the Credit and Security Agreement by and among B.R. Johnson, LLC, the lenders which are party thereto, and KeyBank National Association, as agent (including the form of related Revolving Credit Note).

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.

	REGIONAL BRANDS INC.
Date: March 19, 2019
Date: September 12, 2019
	By:	/s/ Fred DiSanto
	Name: Fred DiSanto
	Name:	Fred DiSanto
	Title: Chief Executive Officer
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description of Exhibit

10.1		First Amendment Agreement, dated as of September 5, 2019, to the Credit and Security Agreement by and among B.R. Johnson, LLC, the lenders which are party thereto, and KeyBank National Association, as agent (including the form of related Revolving Credit Note).

Filing Compare · Regional Brands Inc.