UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

~~July 26~~August 5, 2019 Date of Report (date of earliest event reported)

_________________

iPic Entertainment Inc.

(Exact name of Registrant as specified in its charter)

_________________

Delaware

001-38380

82-3129582

(State or other jurisdiction of
incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Delaware (State or other jurisdiction of incorporation or organization) 001-38380 (Commission File Number) 82-3129582 (I.R.S. Employer Identification Number)

Mizner Park, 433 Plaza Real, Ste. 335,

Boca Raton, Florida 33432
(Address of principal executive offices)

(561) 886-3232
(Registrant’s telephone number, including area code)

Not Applicable
(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))

☐ 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		Trading Symbol(s)		Name of Each Exchange on which Registered
Class A Common Stock, par value $0.0001 per share		IPIC		NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 8 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~As of July 25, 2019, we have approximately $204 million of outstanding indebtedness under our credit facility with the Teachers’ Retirement System of Alabama (the “TRSA”) and~~ The ~~Employees’~~ ~~Retirement~~information ~~System~~set offorth ~~Alabama~~below ~~(the “ERSA” and, together with TRSA, “RSA”). We were obligated to make a $10.1 million interest payment to RSA~~ under ~~our~~Item ~~credit facility on July~~ 1~~, 2019~~.03 Asof ~~previously~~this ~~disclosed~~Current ~~in our Quarterly~~ Report on Form 10 8-QK ~~for~~regarding the ~~quarter~~DIP ~~ended~~Credit ~~March~~Agreement 31, 2019, we expected to draw down a substantial portion of the remaining principal balance of the credit facility to make the interest payment. To date, however, RSA has not made additional funds available to us under the credit facility for the purpose of making the interest payment and we have not made the interest payment (as ~~of the date hereof.~~defined Webelow) ~~remain~~is inincorporated ~~active~~herein ~~discussions~~by ~~with RSA and its advisors regarding the availability of the undrawn principal balance under our credit facility, and the restructuring of our outstanding indebtedness~~reference. ~~RSA has not declared an event of default under the credit facility.~~

~~There can be no assurance as to when or whether we will be able~~Item ~~to access additional funds under our credit facility or restructure our outstanding indebtedness~~1.03 WeBankruptcy also can provide no assurance that RSA will not declare an event of default under our credit facility. In the event RSA declares an event of default under our credit facility, our outstanding indebtedness under the credit facility will become immediately due and payable. Our liquidity, consisting of cash on hand, as of July 25, 2019 was $2.2 million. We do not have adequate cash on hand or other available assets to repay our outstanding indebtedness and RSA could foreclose upon the property that is pledged to secure the credit facility, which property includes substantially all of our assetsReceivership. If we are unable to restructure our outstanding indebtedness, including our credit facility with RSA, our significant indebtedness and lack of liquidity will have a material adverse effect on our business, prospects, financial condition, and our ability to continue as a going concern.

~~We have engaged financial and legal advisors to assist us in, among~~On ~~other~~August ~~things~~5, ~~analyzing~~2019 ~~various~~(the ~~strategic~~“Petition ~~financial alternatives to address our liquidity and capital structure~~Date”), ~~including~~iPic ~~strategic financial~~Entertainment ~~alternatives to restructure our indebtedness~~Inc. We(“iPic” ~~may elect to implement a restructuring~~ or athe ~~strategic~~“Company”) ~~alternative through~~and ~~Chapter~~certain ~~11 in order to obtain court approval~~ of ~~such~~its ~~transactions~~wholly-owned ~~and~~subsidiaries to(together ~~facilitate~~with iPic, the ~~stakeholder~~“Debtors”) ~~approvals~~filed ~~necessary~~voluntary topetitions ~~implement~~(collectively, ~~such~~the ~~transactions,~~“Bankruptcy orPetitions”) ~~it may otherwise become necessary for us to seek protection~~ under ~~Chapter~~chapter 11. Ifof atitle ~~Chapter~~ 11 ~~proceeding is~~of ~~commenced,~~the ~~our~~United ~~management~~States ~~would~~Code be(the ~~required~~“Bankruptcy toCode”) in ~~spend~~the aUnited ~~significant~~States ~~amount~~Bankruptcy ofCourt ~~time~~for ~~and~~the ~~effort~~District ~~dealing~~of ~~with~~Delaware (the ~~proceeding~~“Court”), ~~including managing~~for ~~the~~which ~~potential~~joint ~~impact~~administration tohas been ~~our~~sought ~~business~~(the ~~and relationships. We also need to ensure that during any~~ “Chapter 11 ~~proceeding~~Cases”), we ~~retain~~under ~~management and other key personnel necessary to~~ the ~~success~~caption ~~and~~In ~~growth~~re: ofiPic-Gold ~~our~~Class ~~business. In addition~~Entertainment, ~~during any period of time we are involved in a bankruptcy proceeding~~LLC, ~~our~~et ~~customers~~al ~~and~~Case ~~suppliers might lose confidence in our ability to reorganize~~No. ~~our~~19-11737. ~~business~~Each ~~successfully~~Debtor ~~and~~will ~~could~~continue ~~seek~~ to ~~establish~~operate ~~alternative~~its ~~commercial~~business ~~relationships,~~as ~~which~~a ~~may~~“debtor ~~cause,~~in ~~among~~possession” ~~other~~under ~~things, our suppliers, vendors, counterparties and service providers to renegotiate~~ the ~~terms~~ jurisdiction of ~~our~~the ~~agreements,~~Court ~~attempt~~and toin ~~terminate~~accordance ~~their relationship~~ with usthe orapplicable ~~require~~provisions ~~financial assurances from us. Additionally, all~~ of ~~our~~the ~~indebtedness~~Bankruptcy isCode ~~senior~~and to the ~~existing~~orders ~~common stock~~of inthe ~~our capital structure~~Court. AsThe aDebtors expect ~~result,~~to wecontinue ~~believe~~their ~~that~~operations ~~any~~during ~~restructuring of our indebtedness and~~ the ~~confirmation~~pendency of athe ~~plan that has requisite stakeholder support under a~~ Chapter 11 ~~proceeding~~Cases, ~~could~~pending ~~cause~~ the ~~shares~~sale of ~~our~~their ~~existing~~assets ~~common~~in ~~stock~~one toor bemore ~~canceled,~~going ~~resulting~~concern insales apursuant ~~limited~~to ~~recovery,~~a ifcompetitive ~~any,~~bidding ~~for~~and ~~holders~~auction ofprocess. ~~our~~To ~~common~~maintain ~~stock,~~ and ~~would~~continue ~~place~~operations ~~holders~~during ofthe ~~our common stock~~Chapter at11 ~~significant risk of losing all of their investment in our shares. Additionally~~Cases, wethe Debtors have filed a ~~significant~~variety ~~amount~~ of ~~secured~~“first ~~indebtedness that~~day” ismotions ~~senior~~seeking toapproval ~~our~~from ~~unsecured indebtedness. As a result, we believe that~~ the ~~outcome~~Court offor avarious ~~Chapter 11 proceeding could result~~forms inof acustomary ~~limited recovery, if any, for unsecured creditors~~relief.

~~CAUTIONARY~~To ensure ~~STATEMENT~~access ~~REGARDING~~to ~~FORWARD~~sufficient liquidity throughout their Chapter 11 Cases, the Debtors filed a motion seeking authority to execute, enter into and perform under a debtor-~~LOOKING~~in-possession ~~STATEMENTS~~financing facility (the “DIP Facility”) on the terms set forth in that certain Debtor-In-Possession Loan and Security Agreement (“DIP Credit Agreement”), by and among the Teachers’ Retirement System of Alabama (“TRSA”), the Employees’ Retirement System of Alabama, (“ERSA,” together with TRSA, “RSA”), as lenders, and the Debtors, as borrower, a form of which DIP Credit Agreement was filed with the Court on the Petition Date. The DIP Credit Agreement provides for new revolving loans in an amount up to $16 million. The proceeds of the DIP Facility will be used to pay (a) postpetition operating expenses and other working capital requirements of the Debtors, (b) costs and expenses incurred in administering the bankruptcy cases; and (c) interest and fees (including professional fees and expenses) due under the DIP Facility.

~~In addition to historical information, this Current Report on Form~~The ~~8-K~~DIP ~~contains~~Facility ~~forward-looking~~and ~~statements within~~ the ~~meaning~~loans ofthereunder ~~Section~~will ~~27A~~become ofavailable ~~the~~upon ~~Securities Act of 1933 and Section 21E of~~ the ~~Securities~~ ~~Exchange~~satisfaction ~~Act~~ of ~~1934,~~customary ~~including~~conditions ~~statements~~precedent ~~regarding our liquidity~~thereto, ~~and our negotiations with our lenders, our pursuit of strategic financial alternatives,~~ including ~~our potential filing of Chapter 11 proceedings, and other plans, objectives, expectations~~ and intentions and other statements that are not historical facts. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the ~~negatives~~entry of ~~these~~an ~~terms~~order orof ~~other~~the ~~comparable~~Court ~~terminology, but~~approving the ~~absence~~DIP ~~of these particular words does not mean that a statement is not forward-looking~~Facility.

1 The maturity date of the loans to be made under the DIP Facility is the earliest to occur of: (i) the expiration of ninety (90) days after the Petition Date, (ii) the date upon which RSA elects to terminate availability of the DIP Facility and accelerate the obligations thereunder following the occurrence and continuance of an event of default, and (iii) the date that a sale pursuant to Section 363 of the Bankruptcy Code shall be consummated pursuant to a sale order to the winning bidder, or such later date as to which RSA may expressly agree in writing in its sole discretion. The outstanding principal on the loans under the DIP Facility will bear interest at a rate of 10.5% per annum, payable monthly, and a 2.0% commitment fee will be payable upon entry of an interim order approving the DIP Facility. The DIP Facility is subject to certain customary affirmative and negative covenants and events of default as set forth in the DIP Credit Agreement.

~~You should not place undue reliance on forward-looking statements.~~Item ~~You~~2.04 ~~should~~Triggering ~~understand~~Events ~~that~~That ~~the~~Accelerate following important factors, as well as factors identified under the heading “Risk Factors” in our Annual Report on Form 10-K, our Quarterly Reports on Form 10-K and our Periodic Reports on Form 8-K, could affect our future results and could cause actual results to differ materially from those expressed in our forward-looking statements: our inability to meet our debt service obligations or ~~restructure~~Increase ~~our outstanding indebtedness; our ability to continue as~~ a ~~going~~Direct ~~concern;~~Financial ~~our inability~~Obligation toor ~~operate~~an ~~profitably;~~Obligation ~~our~~under ~~inability~~an toOff-Balance ~~regain~~Sheet compliance with NASDAQ listing standards; our failure to meet any operational and financial performance guidance we provide to the public; and our ability to compete and succeed in a highly competitive and evolving industryArrangement.

~~Although~~The filing of the ~~forward-looking~~Bankruptcy ~~statements~~Petitions inconstitutes ~~this~~an ~~Current~~event ~~Report~~of ~~on Form~~default ~~8-K~~that ~~are~~accelerated ~~based~~the onobligations ~~our~~of ~~beliefs,~~the ~~assumptions~~Debtors under (i) The Second Amended and ~~expectations,~~Restated ~~taking~~Master ~~into~~Loan ~~account~~and ~~all~~Security ~~information~~Agreement ~~currently~~dated ~~available~~February to1, us2018, we ~~cannot~~as ~~guarantee~~amended ~~future~~(the ~~transactions,~~“Prepetition ~~results,~~Loan Agreement”) ~~performance~~with RSA, ~~achievements~~and or(ii) ~~outcomes.~~substantially Noall ~~assurance~~of ~~can~~the bereal ~~made~~estate toleases ~~any~~for ~~investor by~~iPic’s ~~anyone~~theaters. ~~that~~As of the ~~expectations~~Petition Date, ~~reflected~~the inDebtors ~~our~~owed ~~forward-looking~~approximately ~~statements~~$205 ~~will~~million beunder ~~attained.~~the ~~Should~~Prepetition ~~one~~Loan orAgreement ~~more~~and ofit ~~the~~owes ~~risks~~various orvendors, suppliers, ~~uncertainties~~and ~~referred~~other tounsecured ~~above~~trade ~~and~~creditors ~~elsewhere~~approximately in$13 ~~this~~million ~~Form~~to ~~8-K~~$15 ~~materialize,~~million. orThe ~~should~~Prepetition ~~any~~Loan ofAgreement ~~our~~provides ~~assumptions~~that ~~prove~~as a toresult beof ~~incorrect, our~~the ~~actual~~filing ~~results~~of ~~may~~the ~~vary~~Bankruptcy inPetitions, ~~material~~the principal and ~~adverse~~accrued ~~respects~~interest ~~from~~due ~~those~~thereunder ~~projected~~shall inbe ~~these~~immediately ~~forward-looking~~due and ~~statements~~payable. WeAny ~~undertake no~~efforts ~~obligation~~ to ~~update~~enforce orsuch ~~revise~~payment ~~any~~obligations ~~forward-looking~~are ~~statements,~~automatically ~~whether~~stayed as a result of ~~new~~the ~~information,~~filing ~~future~~of ~~events~~the Bankruptcy Petitions, orand ~~otherwise, except~~the ascreditors’ ~~may~~rights beof ~~required~~enforcement ~~under~~are subject to the applicable ~~securities~~provisions ~~laws~~of the Bankruptcy Code.

2 On August 5, 2019, iPic issued a press release announcing the filing of the Bankruptcy Petition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~SIGNATURES~~* * *

~~Pursuant to the requirements of the Securities Exchange Act~~Item of9.01 ~~1934,~~Financial ~~the~~Statements ~~Registrant~~and ~~has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

Dated: July 26, 2019	IPIC ENTERTAINMENT INC.
	By:	/s/ Andre Loehrer
	Name:	Andre Loehrer
	Title:	Interim Chief Financial Officer

(d) Exhibits.

3 99.1 Press Release dated August 5, 2019

SIGNATURES

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

	iPic Entertainment Inc.

Date: August 5, 2019	/s/ Andre Loehrer
	Andre Loehrer
	Interim Chief Financial Officer and Controller

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