Fat Brands, Inc 10-K/A, filed May 15, 2020

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

WASHINGTON,D.C. 20549

FORM10-K/A

(AmendmentNo. 1)

(MarkOne)

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe fiscal year ended December 29, 2019

OR

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commissionfile number 001-38250

FATBrands Inc.

(Exactname of registrant as specified in its charter)

Delaware	82-1302696
(State or other jurisdiction of<br><br> incorporation or organization)	(I.R.S. Employer<br><br> <br>Identification No.)

9720Wilshire Blvd., Suite 500

BeverlyHills, CA 90212

(Addressof principal executive offices, including zip code)

(310)319-1850

(Registrant’stelephone number, including area code)

Securitiesregistered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of exchange on which registered
Common<br> Stock, $0.0001 par value per share	FAT	The NASDAQ Stock Market LLC

Securitiesregistered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	[  ]	Accelerated<br> filer	[  ]
Non-accelerated<br> filer	[X]	Smaller<br> reporting company	[X]
Emerging<br> growth company	[X]

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. [X]

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes [  ] No [X]

The aggregate market value of voting common stock held by non-affiliated stockholders as of June 30, 2019 was approximately $8,038,655.

As of April 13, 2020, there were 11,876,659 shares of common stock outstanding.

EXPLANATORYNOTE

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Reasonfor this Amendment

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K for the year ended December 29, 2019 (the “Annual Report”) of FAT Brands Inc. (the “Company”, “we” and “our”), as originally filed (the “Original Filing”) with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2020, to add the following disclosure regarding reliance by the Company on the SEC order issued on March 4, 2020 (Release No. 34-88318) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act and certain rules thereunder, as amended and superseded by Release No. 34-88465 issued on March 25, 2020 (collectively, the “Order”).

This Amendment is being filed to include the disclosures below in the Annual Report in accordance with the Order, which were inadvertently omitted from the Original Filing.

Relianceon SEC Relief from Filing Requirements

The Company filed the Original Filing on April 28, 2020 in reliance on the Order, permitting the delay in filing due to circumstances related to the novel coronavirus pandemic (“COVID-19”). The Company filed, on March 30, 2020, a Current Report on Form 8-K (the “Form 8-K”) indicating its intention to rely on the Order. As stated in the Form 8-K, the Company required additional time to finalize the Annual Report by the original deadline of March 30, 2020 due to the outbreak of, and local, state and federal governmental responses to, COVID-19. The Company’s operations have experienced disruptions due to the circumstances surrounding the COVID-19 pandemic including, but not limited to, suggested and mandated social distancing and shelter-in-place orders. The COVID-19-related shelter-in-place orders and resulting office closures have severely limited access to our facilities by our financial reporting and accounting staff and the staff of our auditor, and thus impacted the Company’s ability to fulfill required audit processes and procedures on a timely basis.

In light of the impact of the factors described above, the Company was unable to compile and review certain information required in order to permit it to timely file the Annual Report by March 30, 2020, the original filing deadline, without unreasonable effort or expense. The Company relied on the Order in furnishing the Form 8-K by the original filing deadline of the Annual Report.

In accordance with Rules 12b-15 and 13a-14 under the Exchange Act, the Company has also amended Part IV, Item 15 to include currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from the Company’s principal executive officer and principal financial officer. Because no financial statements have been included in this Amendment, and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.

Except as described above, this Amendment does not amend, modify or update the information in, or exhibits to, the Original Filing, and we have not updated disclosures included therein to reflect any subsequent developments or events. This Amendment should be read in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original Filing.

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PARTIV

ITEM15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(b)	Exhibits
Exhibit		Incorporated<br> By Reference to			Filed
---	---	---	---	---	---
Number	Description	Form	Exhibit	Filing<br> Date	Herewith
31.1	Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.

	FAT BRANDS INC.
Date:<br> May 14, 2020	By:	/s/ Andrew A. Wiederhorn
		Andrew<br> A. Wiederhorn
		Chief<br> Executive Officer

EXHIBIT31.1

CERTIFICATION

I, Andrew A. Wiederhorn, Chief Executive Officer of FAT Brands Inc. certify that:

1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of FAT Brands Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: May 14, 2020

/s/ Andrew A. Wiederhorn
Andrew<br> A. Wiederhorn
Chief<br> Executive Officer

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EXHIBIT31.2

CERTIFICATION

I, Rebecca D. Hershinger, Chief Financial Officer of FAT Brands Inc. certify that:

1. I have reviewed this Amendment No. 1 to Annual Report on Form 10-K of FAT Brands Inc.; and

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: May 14, 2020

/s/ Rebecca D. Hershinger
Rebecca<br> D. Hershinger
Chief<br> Financial Officer