8-K
ONE Group Hospitality, Inc. (STKS)
UNITED STATES
SECURITIES AND EXCHANGECOMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13or 15(d)
of the Securities ExchangeAct of 1934
Date of Report (Dateof earliest event reported): March 17, 2020
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, Suite 311
Denver, Colorado 80202
(Address of principalexecutive offices and zip code)
Registrant’stelephone number, including area code: (646) 624-2400
N/A
(Former name or formeraddress, 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
On March 17, 2020, The ONE Group Hospitality, Inc. announced that it has suspended 2020 guidance, and provided a business update on actions related to the coronavirus disease (COVID-19). The press release announcing the actions is furnished as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
|---|---|
| 99.1 | Press Release Dated March 17, 2020 regarding Suspension of 2020 Guidance. |
| --- | --- |
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: March 17, 2020 | THE ONE GROUP HOSPITALITY, INC. | |
|---|---|---|
| By: | /s/ Tyler Loy | |
| Name: | Tyler Loy | |
| Title: | Chief Financial Officer |
INDEX TO EXHIBITS
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release Dated March 17, 2020 regarding Suspension of 2020 Guidance. |
Exhibit 99.1
The ONE Group Hospitality Provides BusinessUpdate
Company Suspends Guidance for 2020
Announces Conference Call and Webcastfor Fourth Quarter and Year End 2019 Results on March 26, 2020
DENVER-- (BUSINESS WIRE) --The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS), today announced that it is providing a business update related to developments as a result of coronavirus disease (COVID-19).
All domestic locations are currently opened and operating for either in-person dining and/or take-out and delivery options, in compliance with directions from local authorities. The Company is addressing each restaurant on a case-by-case basis and has put in place enhanced sanitizing measures across all restaurants. Select restaurants will be impacted by temporary closures, such as the STK in Las Vegas starting March 18^th^, or reduced hours over the coming days and weeks. Several of our international locations, including our restaurants in Milan, Italy and Doha, Qatar, are temporarily closed.
“The health, safety and well-being of our employees and customers remains our top priority as the impact of COVID-19 continues to rapidly evolve. We are closely monitoring the situation and following all guidance from the CDC and federal and local authorities, and we continue to take measures to ensure our team and customers are safe. I genuinely thank each and every one of our guests for standing by us during this time,” said Emanuel “Manny” Hilario, President and CEO of The ONE Group.
2020 Targets Suspended
Due to the unprecedented market conditions domestically and internationally, and the effect COVID-19 will have on our operations and financial performance, the extent of which is not currently known, the Company is suspending guidance for 2020. The Company will provide a business update on its fourth quarter earnings call.
Conference Call Details for Fourth Quarterand Year End 2019 Results
The ONE Group will host a conference call and webcast to discuss fourth quarter and year end 2019 results on Thursday, March 26, 2020 at 4:30 PM Eastern Time. A press release containing these results will be issued after market close on Thursday, March 26, 2020.
The conference call can be accessed live over the phone by dialing 1-201-493-6780. A replay will be available after the call and can be accessed by dialing 1-412-317-6671; the passcode is 13699111. The replay will be available until April 9, 2020.
The webcast can be accessed from the Investor Relations tab of The ONE Group’s website at www.togrp.com under “News / Events”.
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 nationally and internationally. The ONE Group’s focus is to be the global leader in Vibe Dining, and its primary restaurant brands are:
| · | STK, a modern twist on the American steakhouse<br>concept with 20 restaurants in major metropolitan cities in the U.S., Europe and the Middle East; and, |
|---|---|
| · | Kona Grill, a polished casual, bar-centric<br>brand featuring American favorites, award-winning sushi, and specialty cocktails in an upscale casual atmosphere. The ONE Group<br>purchased the 24 Kona Grill restaurants operating in the U.S. in October 2019. |
| --- | --- |
ONE Hospitality, The ONE Group’s food and beverage hospitality services business, develops, manages and operates premier restaurants and turnkey food and beverage services within high-end hotels and casinos. Additional information about The ONE Group can be found at www.togrp.com.
Investors:
ICR
Michelle Michalski or Raphael Gross
(646) 277-1224
Media:
ICR
Kate Ottavio Kent
(203) 682-8276