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 7~~February 6, 2020

REGIONAL BRANDS INC.

(Exact name of registrant as specified in its charter)

Delaware	33-13110-NY	11-2831380
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

6060 Parkland Boulevard, Cleveland, Ohio		44124
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (216) 825-4000 (Former name or former address, if changed since last report.)

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Exchange Act: None.

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 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))

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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On ~~January 7~~February 6, 2020, ~~the~~ ~~Board of Directors of~~ Regional Brands Inc. (the “Company”) ~~appointed~~purchased ~~Sanjay~~all ~~Singh~~of asthe aoutstanding ~~director~~membership ofinterests not previously owned by the Company (the “Transaction”) in its operating subsidiary, B.R. Johnson, LLC (“BRJ LLC”), from LC 591, LLC (f/k/a Lorraine Capital, LLC) (“Lorraine”) and asBRJ Acquisition Partners, LLC (“BRJ Acquisition Partners” and, collectively with Lorraine, the “Sellers”), pursuant to a ~~member~~Membership and Participation Interests Purchase Agreement, dated as of February 6, 2020, by and between the ~~Company’s~~Sellers, ~~Audit~~BRJ ~~Committee.~~LLC ~~Mr.~~and ~~Singh~~the ~~has~~Company ~~been~~(the ~~appointed~~“Purchase Agreement”). Prior to ~~fill~~the Transaction, the ~~vacancy~~Sellers oncollectively ~~the~~owned ~~Board~~23.83% of ~~Directors~~BRJ LLC’s common membership interests and 4.78% of BRJ ~~created~~LLC’s bypreferred ~~the~~membership ~~director~~interests. ~~resignation~~As ~~previously~~a ~~disclosed~~result byof the ~~Company~~Transaction, onBRJ ~~December~~LLC ~~18,~~is ~~2019~~wholly owned by the Company.

~~Mr.~~As ~~Singh,~~part ~~age~~of 53the Transaction, ~~has~~the ~~served~~Company aspurchased ~~the~~from ~~President~~BRJ ofAcquisition ~~RKI,~~Partners ~~Inc.,~~its ~~d/b/a~~participation ~~Roll-Kraft,~~interest ~~headquartered~~ in ~~Mentor~~$358,696 ~~Ohio, since November 2015. Prior to that he was Executive Vice President~~ of ~~Roll-Kraft~~original ~~from~~principal ~~July~~amount ~~2013 to November 2015. Roll-Kraft is an innovative supplier~~ of ~~tube and pipe~~the ~~tooling~~$7,500,000 ~~and~~term ~~roll~~loan ~~forming tooling used by manufacturers around~~ (the ~~world~~“Term toLoan”) ~~produce~~previously ~~thousands~~received ofby ~~products.~~BRJ AtLLC ~~Roll-Kraft,~~from ~~Mr. Singh directs and leads~~ the ~~company’s~~Company ~~efforts~~pursuant to ~~excel~~the inLoan ~~operational efficiencies~~ and ~~market penetration. He has most recently~~Security ~~sharpened~~Agreement, ~~Roll-Kraft’s~~dated ~~continuous~~November 1, improvement focus to meet Roll Kraft’s goals of 100% on-time delivery and first-time performance. Mr. Singh also leads Roll Kraft’s private investment initiatives in lower middle market companies located in northeast Ohio. Mr. Singh has held various financial executive leadership roles in Fortune 10002016, ~~privately~~by ~~held~~ and ~~private~~between ~~equity backed~~BRJ ~~portfolio~~LLC ~~companies across various industries, including consumer products, manufacturing~~ and ~~service.~~the MrCompany. ~~Singh~~As ~~currently serves as~~ a ~~director~~result of ~~Mace~~the ~~Security International~~purchase, ~~Inc.,~~the aCompany ~~manufacturer~~holds all of ~~personal safety products (OTCQX: MACE), and as a member of~~ the ~~Boards~~continuing oflender ~~three~~interest ~~non-profit~~in ~~organizations and an advisor to~~ the ~~Board~~Term ~~of a technology startup~~Loan.

~~There~~In isconnection ~~no arrangement~~with orthe ~~understanding~~Transaction ~~between Mr. Singh~~ and ~~any other person~~ pursuant to ~~which~~the ~~Mr.~~Purchase ~~Singh~~Agreement, ~~was~~the ~~elected~~Sellers asalso acaused ~~director~~certain of ~~the~~their ~~Company.~~individual ~~Mr.~~affiliates who collectively ~~Singh~~owned ~~has~~approximately ~~not~~57% ~~entered~~of ~~into~~the ~~any~~outstanding ~~related~~common ~~party~~stock ~~transactions~~of ~~with~~Airways ~~the~~Door ~~Company~~Service, Inc. ~~that~~to ~~are~~transfer ~~required~~their tofull beinterest ~~disclosed~~in ~~pursuant~~such common stock to ~~Item~~individuals ~~404(a) of~~designated ~~Regulation~~by ~~S-K~~the Company.

AsThe aCompany ~~director,~~paid the ~~Mr.~~Sellers ~~Singh~~approximately ~~will~~$1,649,000 ~~participate~~ in ~~the~~cash ~~Company’s~~in ~~current program for~~ the ~~compensation of non-employee directors~~Transaction, which ~~is described~~included ~~under~~accrued ~~the~~and ~~caption~~unpaid ~~“Director~~interest ~~Compensation”~~and indistributions ~~“Item~~on ~~11. Executive Compensation” of~~ the ~~Company’s~~purchased ~~Annual Report~~membership onand ~~Form~~participation ~~10-K for the year ended December 31~~interests, ~~2018~~net ~~filed~~of ~~with~~unearned ~~Securities~~management ~~and Exchange Commission~~fees.

At the closing of the Transaction, the Management Services Agreement dated as of November 1, 2016 by and between BRJ LLC and Lorraine (the “Management Services Agreement”), and Lorraine’s management services to BRJ LLC thereunder, were terminated, and the members of the BRJ LLC board of managers appointed by the Sellers resigned. Following the Transaction, the BRJ LLC board of managers is comprised entirely of members appointed by the Company, and is managed by executives appointed by the board of managers. The Company is the sole member of BRJ LLC, with the sole right to nominate and remove all of the members of the BRJ LLC board of managers and to amend and modify the Limited Liability Company Agreement of BRJ LLC.

The parties to the Transaction have made customary representations, warranties and covenants. The representations, warranties and covenants set forth in the Purchase Agreement have been made only for the purposes of such agreement and were solely for the benefit of the parties to the Purchase Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures, may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the Purchase Agreement is included with this filing only to provide investors with information regarding the terms of the Transaction, and not to provide investors with any other factual information regarding the parties or their respective businesses, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and Exchange Commission.

The foregoing description of the Purchase Agreement is a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached to this Current Report on Form 8-K as Exhibit 2.1 and is incorporated by reference into this Item 1.01.

Item 1.02.

Termination of a Material Definitive Agreement.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the termination of the Management Services Agreement is incorporated by reference into this Item 1.02.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

	Exhibit Number	Description of Exhibit

	2.1	Membership and Participation Interests Purchase Agreement, dated as of February 6, 2020, by and among LC 591, LLC (f/k/a Lorraine Capital, LLC) and BRJ Acquisition Partners, LLC, B.R. Johnson, LLC, and Regional Brands Inc.

SIGNATURE

Pursuant to the requirements 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 hereunto duly authorized.

	REGIONAL BRANDS INC.
Date: January 10, 2020
Date:February 12, 2020
	By:	/s/ Fred DiSanto
	Name:	Fred DiSanto
	Title:	Chief Executive Officer

EXHIBIT INDEX

	Exhibit Number	Description of Exhibit

	2.1	Membership and Participation Interests Purchase Agreement, dated as of February 6, 2020, by and among LC 591, LLC (f/k/a Lorraine Capital, LLC) and BRJ Acquisition Partners, LLC, B.R. Johnson, LLC, and Regional Brands Inc.

Filing Compare · Regional Brands Inc.