UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~October~~July 2729, ~~2020~~2021

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.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

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)~~N/A

~~Check~~(Former ~~the~~name ~~appropriate~~or ~~box~~former ~~below~~address, if ~~the~~changed ~~Form~~since ~~8-K~~last ~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

~~[ ]~~Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation to the ~~Securities~~registrant ~~Act~~under any ~~(17~~of ~~CFR~~the ~~230.425)~~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))

~~[ ]~~Securities ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~14d-2~~12(b) ~~under~~of the ~~Exchange~~ Act: ~~(17 CFR 240~~None.~~14d-2(b))~~

~~[ ]~~Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~13e-4~~405 of the Securities Act of 1933 (c§ 230.405 of this chapter) ~~under~~or Rule 12b–2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~13e-4(c~~12b–2 of this chapter)).

~~Securities~~Emerging ~~registered~~growth ~~pursuant~~company ~~to Section 12(b) of the Act:~~[X]

~~Title~~If an ofemerging ~~each~~growth ~~class~~company, ~~Trading~~indicate ~~Symbol~~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(sa) ~~Name~~ of ~~each~~the ~~exchange~~Exchange onAct. ~~which registered~~[ ]

~~Indicate by~~Item ~~check~~5.02 ~~mark~~Departure ~~whether the registrant is an emerging growth company as defined in Rule 405~~ of ~~the~~Directors ~~Securities~~or ~~Act~~Certain ofOfficers; ~~1933~~Election ~~(§230.405~~ of ~~this~~Directors; ~~chapter)~~Appointment ~~or Rule 12b-2~~ of ~~the~~Certain ~~Securities~~Officers; ~~Exchange~~Compensatory ~~Act~~Arrangements of ~~1934~~Certain ~~(§240~~Officers.~~12b-2 of this chapter).~~

~~Emerging~~On ~~growth~~July 29, 2021, Alex Andre resigned as the Chief Financial Officer of ARC Group, Inc. (the “Company”). In connection therewith, on July 29, 2021, Yannick Bastien was appointed as the Chief Financial Officer of the Company. Mr. Bastien has served as the Company’s Chief Administrative Officer since April 2020 and served as the Company’s Director of Accounting from September 2015 to April 2020. Prior to joining the Company, he served as the Chief Financial Officer of Global Offshore Resources, LLC, a company specializing ~~[ ]~~in providing manpower resources to the oil and energy industry, from August 2011 to August 2015. From August 2007 to August 2011, Mr. Bastien served as the Chief Financial Officer of Blue Victory Holdings, Inc., an asset development firm focused primarily on the ownership and management of branded restaurants. Prior to that, he was a Series 7 and 63 licensed financial advisor at American Express Financial Advisors, a financial services company, where he specialized on the retail side of public markets and focused on analyzing financial results and identifying investment opportunities, from 1997 to 2006. Mr. Bastien earned a Bachelor of Science in Business Administration from Purdue University Global.

IfYannick anBastien’s ~~emerging~~Employment 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.Agreement

~~Section~~On April 27, 2020, the Company entered into an employment agreement with Mr. Bastien to serve as the Chief Administrative Officer of the Company (the “Employment Agreement”). The Employment Agreement is for an initial term of three years with automatic one-year renewals thereafter unless earlier terminated or not renewed as provided therein. Under the terms of the Employment Agreement, Mr. Bastien will be paid an initial annual base salary in the amount of $150,000. Since January 1, –2021, ~~Registrant~~Mr. Bastien has been eligible to receive increases in salary in the discretion of the Company’s ~~Business~~board of directors. Mr. Bastien’s salary cannot be reduced after any increase is made in accordance with the terms of the Employment Agreement. Mr. Bastien is eligible to receive annual bonuses on April 1st of each year of up to an amount equal to 10% of his then-current base salary in the discretion of the Company’s board of directors. The Employment Agreement contains customary confidentiality, non-competition, non-solicitation and ~~Operations~~non-disparagement provisions in favor of the Company. The terms of the Employment Agreement shall continue to be effective with respect to Mr. Bastien’s appointment as the Chief Financial Officer of the Company.

~~Item~~On 1April 27, 2020, in conjunction with the Employment Agreement, the Company entered into a restricted stock award agreement with Mr. Bastien pursuant to which the Company granted 150,000 shares of the Company’s common stock, $0.01 ~~Entry~~par ~~Into~~value aper ~~Material~~share, ~~Definitive~~to Mr. Bastien. The shares vest in accordance with the following schedule: (i) 50,000 shares on April 27, 2021; (ii) 50,000 shares on April 27, 2022; and (iii) 50,000 shares on April 27, 2023. In the event the Company terminates the employment of Mr. Bastien without “cause,” as such term is defined in Section 4(c) of the Employment Agreement, his restricted stock award will vest in full immediately. In the event Mr. Bastien’s employment with the Company terminates by reason of death or “disability,” as such term is defined in Section 4(b) of the Employment Agreement, or if the Company terminates Mr. Bastien’s employment for “cause,” as such term is defined in Section 4(c) of the Employment Agreement, or if Mr. Bastien terminates his own employment with the Company, then any shares that have not yet vested shall be forfeited to the Company. In the event of certain “changes in control,” as such term is defined in the Company’s 2014 Stock Incentive Plan adopted by the Company’s board of directors on June 16, 2014, all restrictions and conditions on any of the shares then outstanding shall automatically be deemed terminated or satisfied in full, as applicable, immediately prior to the consummation of the change in control event.

OnAlex ~~October 21, 2020, ARC Fat Patty~~Andre’s, ~~LLC~~Restricted ~~(“Borrower”),~~Stock aAward ~~wholly-owned subsidiary of ARC Group, Inc. (the “Company”), executed a Loan and Security~~ Agreement (the “Loan Agreement”), a Promissory Note (the “Note”), and related documents for a loan (the “Loan”) in the aggregate amount of $3,180,900 for which City National Bank of Florida (“City National Bank”) served as lender pursuant to the Main Street Priority Loan Facility as established by the Board of Governors of the Federal Reserve System Section 13(3) of the Federal Reserve Act. On October 27, 2020, the Company learned that the Loans had been funded and closed.

~~The~~On ~~Note~~April ~~has~~8, a2019, ~~term~~the ofCompany ~~five~~entered ~~years and bears interest at~~ into a ~~rate~~restricted ~~per~~stock ~~annum~~award ~~equal~~agreement ~~to:~~with ~~(i) the London Interbank Offered Rate for 30-day U~~Mr.S. ~~dollar~~Andre ~~deposits~~pursuant asto ~~published~~which in the ~~“Money~~Company ~~Rates”~~granted ~~column~~225,000 shares of the ~~local~~Company’s ~~edition of The Wall Street Journal~~common stock, ~~plus (ii) three percent (3%)~~$0.01 ~~Commencing~~par onvalue ~~November~~per 22share, ~~2021~~to ~~and~~Mr. ~~continuing~~Andre onsubject ~~the~~to ~~twenty-second~~a ~~(22nd)~~vesting ~~day of each month thereafter, Borrower shall make consecutive monthly payments of accrued interest~~schedule. OnDuring ~~October~~his ~~22,~~employment ~~2023~~period ~~and~~with ~~October~~the 22Company, ~~2024, Borrower~~two-thirds ~~must make an annual payment~~ of ~~principal~~the ~~plus~~shares ~~accrued~~vested ~~but~~with ~~unpaid~~Mr. ~~interest~~Andre inpursuant ~~an amount equal~~ to ~~fifteen~~the ~~percent~~terms ~~(15%)~~ of the ~~outstanding principal~~restricted ~~balance~~stock ofaward ~~the~~agreement. ~~Note~~Upon ~~(inclusive~~learning of Mr. ~~accrued~~Andre’s ~~but~~decision ~~unpaid~~to ~~interest).~~resign ~~The~~as ~~entire~~the ~~outstanding~~Chief ~~principal~~Financial ~~balance~~Officer of the ~~note together~~Company, ~~with~~the ~~all~~Company’s ~~accrued~~board ~~and~~of ~~unpaid~~directors ~~interest~~determined that isit ~~due~~would ~~and~~be ~~payable~~appropriate into ~~full~~accelerate onthe ~~October~~vesting ~~22,~~schedule ~~2025.~~with ~~Borrower~~respect ~~may~~to ~~prepay~~ the ~~Loan~~remaining ~~at any~~one-third ~~time~~of ~~without~~the ~~incurring~~shares ~~any~~granted given ~~prepayment penalties~~Mr. ~~The~~Andre’s faithful ~~Note~~service ~~provides~~to ~~for~~the ~~customary~~Company. ~~events~~On ofJune ~~default~~2, ~~including~~2021, ~~among~~Mr. ~~others, those~~Bastien ~~relating~~purchased toMr. ~~a failure to make payment~~Andre’s 225,000 ~~bankruptcy,~~shares ~~breaches~~ of ~~representations and covenants, and~~ the ~~occurrence~~Company’s ofcommon ~~certain events~~stock, $0.01 Aspar ~~security~~value ~~for~~per ~~the Note~~share, ~~Borrower~~for ~~granted City National Bank a security interest in and to any and all of its property~~$54,000.

The foregoing description of the Loan Agreement and Note does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement and Note, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.SIGNATURE

~~Section~~Pursuant 2to –the ~~Financial~~requirements ~~Information~~of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Item~~Date: ~~2.03~~July ~~Creation~~30, ~~of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.~~2021

~~The information~~ARC ~~contained~~GROUP, inINC. ~~Item~~By: ~~1.01~~/s/ ~~below~~Seenu isKasturi ~~incorporated~~Name: bySeenu ~~reference~~Kasturi ~~herein.~~Title: Chief Executive Officer

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

	(d)	Exhibits.
	10.1	Loan and Security Agreement, dated October 22, 2020, by and between ARC WingHouse, LLC and City National Bank of Florida
	10.2	Note, dated October 22, 2020, issued by ARC WingHouse, 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: November 2, 2020	/s/ Alex Andre
	Alex Andre
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
10.1		Loan and Security Agreement, dated October 22, 2020, by and between ARC WingHouse, LLC and City National Bank of Florida
10.2		Note, dated October 22, 2020, issued by ARC WingHouse, LLC in favor of City National Bank of Florida

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