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

~~October 28~~June 3, ~~2019~~2020 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))

Securities registered pursuant to Section 12(b) of the Act:

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 (§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 1.0103 ~~Entry~~Bankruptcy ~~into~~or ~~a Material Definitive Agreement~~Receivership

As previously disclosed, on August 5, 2019 (the “Petition Date”), iPic Entertainment Inc. (“iPic” or the “Company”) and certain of its wholly-owned subsidiaries (together with iPic, the “Debtors”) filed voluntary petitions (collectively, the “Bankruptcy Petitions”) under Chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), for which joint administration has been sought (the “Chapter 11 Cases”), under the caption In re: iPic-Gold Class Entertainment, LLC, et al Case No. 19-11737.Filing

~~In connection~~As ~~with~~previously ~~the Bankruptcy Petitions~~disclosed, on ~~October~~August 175, 2019 (the “Petition Date”), iPic Entertainment Inc. (“iPic” or the “Company”) ~~conducted,~~and ~~pursuant~~certain toof ~~bid~~its ~~procedures~~wholly-owned ~~approved~~subsidiaries (together bywith iPic, the ~~Bankruptcy~~ ~~Court,~~“Debtors”) anfiled ~~auction~~voluntary petitions (collectively, the “~~Auction~~Bankruptcy Petitions”) under ~~Section~~Chapter ~~363~~11 of Title 11 of the ~~U.S.~~United ~~Bankruptcy~~States Code ~~relating~~(the to“Bankruptcy Code”) in the ~~disposition~~United States Bankruptcy Court offor ~~substantially~~the ~~all~~District of Delaware (the ~~Debtor’s~~“Bankruptcy ~~assets~~Court”), and are jointly administered (the “Chapter 11 Cases”), under the caption In re: iPic-Gold Class Entertainment, LLC, et al Case No. 19-11739.

~~The bid~~In ~~submitted~~connection bywith ~~iPic~~the ~~Theaters~~Bankruptcy Petitions, ~~LLC~~on ~~(the~~October ~~“Purchaser”)~~17, an2019, the ~~affiliate~~Company ofconducted, ~~the~~pursuant ~~Teachers’~~to ~~Retirement~~bid ~~System~~procedures ofapproved ~~Alabama (“TRSA”)~~by ~~and~~ the ~~Employees’~~Bankruptcy ~~Retirement~~Court, ~~System~~an ofauction ~~Alabama~~ (the “~~ERSA~~Auction”), ~~the Debtor’s largest creditor~~under ~~and~~Section a363 ~~significant stockholder~~ of the ~~Company, was the winning bid (the “Winning Bid”)~~U.S. OnBankruptcy ~~November~~Code ~~15,~~relating ~~2019,~~to the ~~Purchaser acquired~~disposition of substantially all of the ~~Debtors~~Debtor’s assets. ~~(the~~The ~~“Purchased~~bid submitted ~~Assets”)~~by ~~pursuant~~iPic toTheaters, anLLC ~~Asset Purchase Agreement~~ (the “~~Asset Purchase Agreement~~Purchaser”) ~~by and among iPic-Gold Class Entertainment~~, ~~LLC,~~an ~~iPic~~affiliate ~~Gold~~of ~~Class~~the ~~Holdings~~Teachers’ ~~LLC,~~Retirement ~~iPic Media~~System ~~LLC,~~of ~~Delray Beach Holdings, LLC, iPic Texas, LLC~~ Alabama (~~collectively, the~~ “~~Sellers~~TRSA”) and the ~~Purchaser.~~Employees’ ~~Consideration for~~Retirement ~~the~~System ~~Purchased Assets consists~~ of ~~the~~Alabama ~~Debtors~~(“ERSA”), ~~receiving an offsetting credit against~~ the ~~balances due under the Debtors~~Debtor’ ~~postpetition~~s ~~financing~~largest ~~facility,~~ creditor and ~~the~~a ~~prepetition~~significant ~~indebtedness~~stockholder of the ~~Sellers to TRSA and ERSA in an aggregate amount equal to $40 million. Prior to the closing~~Company, ~~the~~was ~~Bankruptcy Court entered an order approving~~ the ~~sale~~winning ofbid (the ~~Purchased~~“Winning ~~Assets~~Bid”).

~~Based~~ As previously disclosed, on November 15, 2019, the ~~assets~~Purchaser ~~remaining~~acquired substantially inall of the Debtors’ ~~estate~~assets (the “Purchased Assets”) pursuant to an Asset Purchase Agreement (the “Asset Purchase Agreement”) by and among iPic-Gold Class Entertainment, LLC, iPic Gold Class Holdings LLC, iPic Media LLC, Delray Beach Holdings, LLC, iPic Texas, LLC (collectively, the ~~Company~~“Sellers”) ~~does~~and ~~not~~the ~~expect~~Purchaser. ~~that~~Consideration ~~any~~for the ~~assets~~Purchased Assets consisted of the ~~estate~~Debtors ~~will~~receiving bean ~~available~~offsetting credit against the balances due under the Debtors’ ~~for~~postpetition ~~distribution~~financing facility, and the prepetition indebtedness of the Sellers to ~~stockholders~~TRSA and ERSA in an aggregate amount equal to $56 million plus the assumption of certain liabilities and the ~~Company~~agreement to fund certain settlement amounts as set forth in the Asset Purchase Agreement and related sale order. The Bankruptcy Court entered an order approving the sale of the Purchased Assets on October 29, 2019 and the sale closed on November 15, 2019.

~~The foregoing~~Dissolution ~~description~~ of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Asset Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K.Debtors

~~Item 2.01~~On ~~Completion~~April 27, 2020, the Debtors filed a Motion For Entry of ~~Acquisition~~an orOrder with ~~Disposition~~the Bankruptcy Court seeking, among other things, dismissal of ~~Assets~~the Chapter 11 Cases, authorization to abandon certain property and to dissolve the Debtors, and other customary relief (the “Motion”).

~~The~~On June 3, 2020, the Bankruptcy Court issued an initial order (the ~~disclosures~~“Initial Order”) granting the Motion. Pursuant to the Initial Order, certain representatives of the Debtors are authorized to take all actions reasonably necessary to dissolve or cancel the corporate existence of the Debtors under ~~Item~~applicable 1law.01 A copy of ~~this~~the ~~Current~~Initial ~~Report~~Order onis ~~Form~~annexed ~~8-K~~hereto ~~are~~as Exhibit 2.1 and is incorporated herein by reference.

~~Item 5.02~~In ~~Departure~~accordance ofwith ~~Directors~~the orInitial ~~Certain~~Order, ~~Officers;~~the ~~Election~~Debtors ofintend ~~Directors;~~to ~~Appointment~~finalize their ofaffairs ~~Certain~~and ~~Officers;~~expect ~~Compensatory~~to ~~Arrangements of~~dissolve ~~Certain~~under ~~Officers~~applicable law.

~~Effective November~~There ~~15,~~will ~~2019,~~be ~~each~~no ofassets ~~Hamid~~available ~~Hashemi,~~for ~~Paul~~distribution ~~Safran,~~to ~~Andre~~the ~~Loehrer and Clark Woods resigned as executive officers~~ stockholders of the Company~~. Effective~~ ~~upon the Closing, the Board reduced its size to three directors~~ and ~~Hamid~~it ~~Hashemi~~is ~~and~~expected ~~Robert~~that ~~Kirby~~the ~~resigned~~shares ~~as directors~~ of the Company. ~~William~~will ~~Nolan,~~be ofcancelled ~~FTI~~for ~~Consulting,~~no ~~Inc.,~~value ~~the~~in ~~Company’s~~connection ~~financial~~with ~~advisor, will continue to serve as~~ the ~~Company’s Chief Restructuring Officer~~dissolution.

~~The resignations~~Item ~~described~~9.01 ~~above~~Financial ~~were a result of the Chapter 11 Cases,~~ Statements and ~~not the result of any disagreement with management, the Company or its operations, policies or practices.~~Exhibits

~~Item 8.01~~(d) ~~Other Events~~Exhibits.

On November 18, 2019, the Company issued a press release announcing the closing of the transaction. A copy of the press release is attached to this Current Report as Exhibit 99.1 and is incorporated herein by reference.

Exhibit Number

Description

2.1

Initial Order Granting Debtors’ Motion for Entry of an Order: (i) Implementing Settlement Distribution; (ii) Authorizing Transfer of Certain Litigation to RSA; (iii) Authorizing the Abandonment of Certain Property; Authorizing the Dissolution of the Debtors; (v) Authorizing Debtors to Certify the Estates Have Been Fully Administered and May be Dismissed; and (vi) Granting Related Relief, dated June 3, 2020

~~CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS~~SIGNATURES

~~In addition~~Pursuant to ~~historical information, this Current Report on Form 8-K contains forward-looking statements within~~ the ~~meaning~~requirements of ~~Section~~ ~~27A of~~ the Securities ~~Act of 1933 and Section 21E of the Securities~~ Exchange Act of 1934, ~~including~~the ~~statements,~~Registrant ~~plans, objectives,~~has ~~expectations~~duly ~~and~~caused ~~intentions~~this ~~and~~report ~~other statements that are not historical facts. Forward-looking statements relate~~ to ~~expectations,~~be ~~beliefs,~~signed ~~projections,~~on ~~future~~its ~~plans~~behalf ~~and strategies, anticipated events or trends and similar matters that are not historical facts. 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~~undersigned ofhereunto ~~these~~duly ~~terms or other comparable terminology, but the absence of these particular words does not mean that a statement is not forward-looking~~authorized.

You should not place undue reliance on forward-looking statements.

Dated: July 29, 2020	IPIC ENTERTAINMENT INC.

	By:	/s/ William J. Nolan
	Name:	William J. Nolan
	Title:	Chief Restructuring Officer

Although the forward-looking statements in this Current Report on Form 8-K are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained. Should one or more of the risks or uncertainties referred to above and elsewhere in this Form 8-K materialize, or should any of our assumptions prove to be incorrect, our actual results may vary in material and adverse respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws.2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number		Description
2.1*		Asset Purchase Agreement dated as of October 28, 2019, by and among iPic-Gold Class Entertainment, LLC, iPic Gold Class Holdings LLC, iPic Media LLC, Delray Beach Holdings, LLC, and iPic Texas, LLC, as Sellers, and iPic Theaters, LLC, as Purchaser
99.1		Press Release, dated November 18, 2019

* Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. iPic hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the U.S. Securities and Exchange Commission.

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.

Dated: November 18, 2019	IPIC ENTERTAINMENT INC.
	By:	/s/ Andre Loehrer
	Name:	Andre Loehrer
	Title:	Interim Chief Financial Officer

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