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 24, 2020

ARC GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-54226

59-3649554

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1409 Kinsley Ave., Ste. 2

Orange Park, FL

32073

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (904) 741-5500

(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

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.

Section 41 – ~~Matters~~Registrant’s ~~Related~~Business ~~to Accountants~~ and ~~Financial Statements~~Operations

Item 4 1.01 ~~Changes~~Entry inInto ~~Registrant’s~~a ~~Certifying~~Material ~~Accountant~~Definitive Agreement.

OnThe ~~March~~information ~~24,~~contained ~~2020,~~in ~~ARC~~Item ~~Group, Inc~~2.03 ~~(the~~below ~~“Company”)~~is ~~dismissed~~incorporated ~~Eide Bailly, LLC (“Eide Bailly”) as the Company’s independent registered public accounting firm. The decision was approved~~ by ~~the~~reference ~~Company’s board of directors, which serves as the Company’s audit committee~~herein.

~~The~~Section ~~report~~2 of– ~~Eide~~Financial Bailly on the Company’s financial statements for the fiscal year ended December 31, 2018 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. The Company has not yet completed its financial statements for the fiscal year ended December 31, 2019.Information

~~During~~Item ~~the~~2.03 ~~fiscal~~Creation ~~year ended December 31, 2018 and 2019, and the subsequent interim period preceding the dismissal~~ of ~~Eide~~a ~~Bailly~~Direct ~~on March~~Financial ~~24,~~Obligation ~~2020,~~or ~~there~~an ~~were~~Obligation noUnder ~~disagreements~~an ~~with~~Off-Balance ~~Eide~~Sheet ~~Bailly~~Arrangement ~~on any matters~~ of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to Eide Bailly’s satisfaction, would have caused Eide Bailly to make reference to the matter in its report, and there were no “reportable events” as that term is described in Item 304(a~~)(1)(v)~~ ~~of Regulation S-K~~Registrant.

~~The~~On ~~Company~~September ~~provided~~18, 2020, ARC Fat Patty’s, LLC (“Borrower”), a ~~copy~~wholly-owned subsidiary of ~~this~~ARC ~~disclosure~~Group, toInc. ~~Eide~~(the ~~Bailly~~“Company”), executed a Loan and ~~requested~~Security ~~that~~Agreement ~~Eide~~(the ~~Bailly~~“Loan ~~furnish~~Agreement”), a ~~letter~~Promissory ~~addressed~~Note to (the ~~SEC~~“Note”), and related ~~stating~~documents ~~whether~~for ita ~~agrees~~loan ~~with~~(the “Loan”) in the ~~above~~aggregate ~~statements~~amount orof $4,369,860 iffor ~~not,~~which ~~stating~~City ~~the~~National ~~respects~~Bank inof ~~which~~Florida it(“City National ~~does~~Bank”) ~~not~~served ~~agree.~~as ~~The~~lender ~~Company~~pursuant ~~received~~ to the ~~requested~~Main ~~letter~~Street ~~from~~Priority ~~Eide~~Loan ~~Bailly,~~Facility aas ~~copy~~established by the Board of ~~which~~Governors of isthe ~~filed~~Federal asReserve ~~Exhibit~~System 16Section 13(3) of the Federal Reserve Act.1 toOn ~~this~~September ~~Current~~24, ~~Report~~2020, onthe ~~Form~~Company ~~8-K~~learned that the Loans had been funded and closed.

OnThe ~~March~~Note 24has a term of five years and bears interest at a rate per annum equal to: (i) the London Interbank Offered Rate for 30-day U.S. dollar deposits as published in the “Money Rates” column of the local edition of The Wall Street Journal, ~~2020~~plus (ii) three percent (3%). Commencing on October 18, 2021 and continuing on the ~~Company’s~~eighteenth ~~board~~(18th) day of ~~directors~~each ~~approved~~month ~~the~~thereafter, Borrower ~~engagement~~shall make consecutive monthly payments of ~~M&K~~accrued ~~CPAS~~interest. On September 18, ~~PLLC~~2023 and September 18, 2024, Borrower must make an annual payment of principal plus accrued but unpaid interest in an amount equal to fifteen percent (~~“M&K”~~15%) asof the outstanding principal balance of the ~~Company’s~~Note ~~new~~(inclusive ~~independent~~of ~~registered~~accrued ~~public~~but ~~accounting~~unpaid ~~firm~~interest). ~~for~~The entire outstanding principal balance of the ~~Company’s~~note together ~~fiscal~~with ~~year~~all ~~ending~~accrued ~~December~~and 31unpaid interest is due and payable in full on September 18, 2025. Borrower may prepay the Loan at ~~2019~~any time without incurring any prepayment penalties. The Note provides for customary events of default, including, among others, those relating to a failure to make payment, bankruptcy, breaches of representations and covenants, and the occurrence of certain events. As security for the Note, Borrower granted City National Bank a security interest in and to any and all of its property.

~~During~~The ~~the~~foregoing ~~fiscal~~description ~~years~~of ~~ended December 31, 2018 and 2019, and~~ the ~~subsequent~~Loan ~~interim~~Agreement ~~period commencing on January 1, 2020~~ and ~~ending on~~Note ~~the~~does ~~date~~not ofpurport ~~M&K’s engagement, neither the Company nor anyone acting on its behalf consulted with M&K regarding: (i) the application of accounting principles~~ to ~~a specific transaction, either completed or proposed, or the type of audit opinion that might~~ be ~~rendered~~complete ~~with respect to the Company’s financial statements,~~ and ~~neither~~is aqualified ~~written~~in ~~report~~its orentirety ~~oral~~by ~~advice was~~reference ~~provided~~ to the ~~Company~~Loan ~~that~~Agreement ~~M&K~~and ~~concluded was an important factor considered by the Company in reaching a decision as to any accounting~~Note, ~~auditing,~~copies ~~or financial reporting issue, or (ii) any matter that was the subject~~ of awhich ~~disagreement~~are ~~within~~attached ~~the~~hereto ~~meaning of~~as ~~Item~~Exhibits ~~304(a)(~~10.1~~)(iv)~~ ofand ~~Regulation~~10.2, ~~S-K~~respectively, orand aincorporated by ~~“reportable~~reference ~~event” within the meaning of Item 304(a)(1)(v) of Regulation S-K~~herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

	(d)	Exhibits.
	16.1	Letter from Eide Bailly, LLP dated May 14, 2020
	10.1	Loan and Security Agreement, dated September 18, 2020, by and between ARC Fat Patty’s, LLC and City National Bank of Florida
	10.2	Promissory Note, dated September 18, 2020, issued by ARC Fat Patty’s, LLC in favor of City National Bank of Florida

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.

	ARC GROUP, INC.
Dated: May 15, 2020	/s/ Alex Andre
Dated: September 29, 2020	/s/ Alex Andre
	Alex Andre
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
16.1		Letter from Eide Bailly, LLP dated May 14, 2020
10.1		Loan and Security Agreement, dated September 18, 2020, by and between ARC Fat Patty’s, LLC and City National Bank of Florida
10.2		Promissory Note, dated September 18, 2020, issued by ARC Fat Patty’s, LLC in favor of City National Bank of Florida

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