Form 8-K RCI HOSPITALITY HOLDINGS For: Jan 25

Article Stock Quotes (1)

FREE Breaking News Alerts from StreetInsider.com!

StreetInsider.com Top Tickers, 4/24/2024

1. TSLA
2. SPY
3. GM
4. SPOT
5. AMZN

6. SHW
7. AAPL
8. IBM

Top News Most Read Special Reports

January 27, 2023 4:06 PM EST

E-mail

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): January 25, 2023

RCI HOSPITALITY HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Texas	001-13992	76-0458229
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10737 Cutten Road

Houston, Texas 77066

(Address of Principal Executive Offices, Including Zip Code)

(281) 397-6730

(Issuer’s Telephone Number, Including Area Code)

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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

o			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

Common stock, $0.01 par value

RICK

The Nasdaq Global Market

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 o

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. o

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously reported on in a current report filed on December 15, 2022, RCI Hospitality Holdings, Inc. (“RCIH,” “we,” or “us”) and certain subsidiaries entered into definitive agreements on December 12, 2022 to acquire five gentlemen’s clubs, five related real estate properties, associated intellectual property and certain automated teller machines for a total purchase price of $66.5 million, which clubs and real estate are located in the Dallas-Fort Worth area and Houston, Texas. Included in these definitive agreements are (i) five different Asset Purchase Agreements under which the five clubs are to be purchased (collectively, the “Asset Purchase Agreements”), (ii) two Intellectual Property Purchase Agreements under which certain intellectual property is to be purchased, (iii) an Asset Purchase Agreement under which certain automated teller machines are to be purchased (the “ATM Purchase Agreement”), and (iv) a Purchase and Sale Agreement under which the real estate properties are to be purchased (the “Real Estate Purchase Agreement”).

Each of the Asset Purchase Agreements, IP Purchase Agreements, ATM Purchase Agreement and Real Estate Purchase Agreement provided that such agreements will terminate and be of no force and effect if the transactions contemplated by such agreements are not consummated on or before January 31, 2023. On January 25 and 26, 2023, the parties to those agreements entered into amendment agreements whereby this date was extended to February 28, 2023.

The descriptions above of the nine amendment agreements are qualified in their entirety by reference to the terms of such agreements, copies of which are filed hereto as Exhibits 10.1 through 10.9, respectively, and are incorporated herein by reference.

The agreements included as exhibits to this current report have been included to provide investors and security holders with information regarding their terms. They are not intended to provide any other factual information about RCIH, any parties to such agreements or their respective subsidiaries and affiliates. The agreements contain representations and warranties certain parties made solely for the benefit of such parties. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the agreements. Moreover, certain representations and warranties in the agreements were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, the representations and warranties in the agreements should not be relied on by any persons as characterizations of the actual state of facts about RCIH or any other parties to the agreements at the time they were made or otherwise. In addition, information concerning the subject matter of the representations and warranties may change after the date of the agreements, which subsequent information may or may not be fully reflected in RCIH’s public disclosures.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


Exhibit Number						Description

10.1						Amendment to Asset Purchase Agreement with TTNA, Inc. dated January 25, 2023
10.2						Amendment to Asset Purchase Agreement with DB Entertainment , Inc. dated January 25, 2023
10.3						Amendment to Asset Purchase Agreement with D uncan B urch , Inc. dated January 25, 2023
10.4						Amendment to Asset Purchase Agreement with Millennium Restaurants Group , Inc. dated January 25, 2023
10.5						Second Amendment to Asset Purchase Agreement with T AND N, INCORPORATED dated January 25, 2023 (this Asset Purchase Agreement was previously amended to correct a misspelling —the original version spelled the seller ’s name as “T & N, Inc.”)
10.6						Amendment to Intellectual Property Purchase Agreement with HQ Real Estate Management LLC dated January 25, 2023
10.7						Amendment to Intellectual Property Purchase Agreement with ERAF, Inc. dated January 25, 2023
10.8						Amendment to Asset Purchase Agreement with ECAL-D&D , Inc. dated January 25, 2023
10.9						Amendment to Purchaser and Sale Agreement with Duncan Burch dated January 26, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.