8-K
ONE Group Hospitality, Inc. (STKS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13or 15(d)
of the Securities ExchangeAct of 1934
Date of Report (Date of earliestevent reported): September 7, 2022
THE ONE GROUP HOSPITALITY, INC.
(Exact name of registrantas specified in its charter)
| Delaware | 001-37379 | 14-1961545 |
|---|---|---|
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
1624 Market Street, Suite311
Denver, Colorado 80202
(Address of principal executiveoffices and zip code)
Registrant’s telephone
number, including area code: (646) 624-2400
(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication 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<br><br>registered |
|---|---|---|
| Common Stock | STKS | Nasdaq |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 8.01. OTHER EVENTS
Stock Repurchase Program
The Company announced on September 7, 2022 that its Board of Directors has approved a stock repurchase program authorizing the Company to repurchase up to $10,000,000 of its outstanding common stock from time to time over the next two years. The Company’s repurchases may be executed through open market purchases, privately negotiated transactions or through other arrangements that comply with applicable securities laws. The Company will finance the repurchases from cash on hand. The program does not require the Company to purchase any specific number of shares or make purchases at any specific time or in any particular situation, and the program may be suspended or discontinued at any time without prior notice.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.
Exhibit Index
| Exhibit | Description |
|---|---|
| 99.1 | Press Release dated September 7, 2022. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained<br>in Exhibit 101) |
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: September 7, 2022 | THE ONE GROUP HOSPITALITY, INC. | |
|---|---|---|
| By: | /s/ Tyler Loy | |
| Name: | Tyler Loy | |
| Title: | Chief Financial Officer |
Exhibit 99.1
The ONE Group Hospitality Inc. Announces $10Million Share Repurchase Authorization
DENVER - September 7, 2022 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today announced that its Board of Directors has authorized the commencement of a share repurchase program for up to $10 million of its outstanding common stock.
“We have the strategies in place to be a differentiated leader in the upscale and polished casual segments and are highly confident in our long-term growth opportunities,” said Emanuel “Manny” Hilario, President and CEO of The ONE Group. “This $10 million repurchase authorization enhances our ability to create value for shareholders and is made possible by our balance sheet strength and commitment to disciplined capital allocation.”
The shares may be repurchased on the open market, in privately negotiated transactions, or otherwise in accordance with applicable federal securities laws. The specific timing and amount of future repurchases will be determined by market conditions, cash flow requirements, securities law limitations, and other factors. Repurchases may continue from time to time, as conditions permit, until the number of shares authorized to be repurchased have been acquired, or until the authorization to repurchase is terminated or expires, whichever occurs first.
The share repurchase authorization will be used at management’s discretion and will expire in two years, unless further extended by the Board of Directors. The repurchase program may also be suspended, modified, or discontinued at any time.
About The ONE Group
The ONE Group Hospitality, Inc. (Nasdaq: STKS) is a global hospitality company that develops and operates upscale and polished casual, high-energy restaurants and lounges and provides hospitality management services for hotels, casinos and other high-end venues both in the U.S. and internationally. The ONE Group’s focus is to be the global leader in Vibe Dining, and its primary restaurant brands and operations are:
| • | STK, a modern twist on the American<br>steakhouse concept with 23 restaurants in major metropolitan cities in the U.S., Europe and the Middle East, featuring premium steaks,<br>seafood and specialty cocktails in an energetic upscale atmosphere. |
|---|---|
| • | Kona Grill, a polished casual,<br>bar-centric grill concept with 24 restaurants in the U.S., featuring American favorites, award-winning sushi, and specialty cocktails<br>in an upscale casual atmosphere. |
| --- | --- |
| • | ONE Hospitality, The ONE Group’s<br>food and beverage hospitality services business develops, manages and operates premier restaurants and turnkey food and beverage services<br>within high-end hotels and casinos currently operating 13 venues in the U.S. and Europe**.** |
| --- | --- |
Additional information about The ONE Group can be found at www.togrp.com.
Cautionary Statement on Forward-Looking Statements
This press release includes “forward-lookingstatements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation ReformAct of 1995. Forward-looking statements may be identified by the use of words such as “intend,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project”and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. A numberof factors could cause actual results or outcomes to differ materially from those indicated by such forward-looking statements, includingbut not limited to: (1) the effects of the COVID-19 pandemic on our business, including government restrictions on our ability tooperate our restaurants and changes in customer behavior, and our ability to hire employees; (2) our ability to open new restaurantsand food and beverage locations in current and additional markets, grow and manage growth profitably, maintain relationships with suppliersand obtain adequate supply of products and retain employees; (3) factors beyond our control that affect the number and timing ofnew restaurant openings, including weather conditions and factors under the control of landlords, contractors and regulatory and/or licensingauthorities; (4) our ability to successfully improve performance and cost, realize the benefits of our marketing efforts and achieveimproved results as we focus on developing new management and license deals; (5) changes in applicable laws or regulations; (6) thepossibility that The ONE Group may be adversely affected by other economic, business, and/or competitive factors; and (7) other risksand uncertainties indicated from time to time in our filings with the SEC, including our Annual Report on Form 10-K filed for theyear ended December 31, 2021 and Quarterly Reports on Form 10-Q.
Investors are referred to the most recent reportsfiled with the Securities and Exchange Commission by The ONE Group Hospitality, Inc. Investors are cautioned not to place undue relianceupon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-lookingstatements, whether as a result of new information, future events or otherwise.
Investors:
ICR
Michelle Michalski or Raphael Gross
(646) 277-1224
Michelle.Michalski@icrinc.com
Media:
ICR
Seth Grugle
(646) 277-1272
seth.grugle@icrinc.com