GEN Restaurant Group Enters $25M Common Stock Purchase Agreement with Roth

What Happened

• On September 29, 2026 GEN Restaurant Group, Inc. (GENK) announced it entered into a Common Stock Purchase Agreement and a related Registration Rights Agreement with Roth Principal Investments, LLC. Under the agreement the company may, at its option, sell up to $25,000,000 of newly issued Class A common stock to Roth over a period that begins once the registration statement is declared effective and continues for up to 36 months thereafter. The company is not obligated to sell any shares; sales occur only if and when the company directs Roth to buy shares on specified trading days.

Key Details

• Maximum commitment: up to $25,000,000 of Class A common stock, subject to Nasdaq issuance limits and other conditions.
• Nasdaq issuance cap: without shareholder approval, the company may not issue more than 6,776,399 shares to Roth (≈19.99% of Class A outstanding pre-deal); Roth also may not beneficially own more than 4.99% of outstanding Class A.
• Purchase mechanics: company can request Market Open, Intraday, Pre‑Market or Post‑Market Purchases priced by VWAP during defined valuation periods with a fixed discount (Market Open/Intraday: 3.0% discount to VWAP; Pre‑Market/Post‑Market: 5.0% discount).
• Fees and reimbursements: Roth will withhold 10% of proceeds from each purchase up to a $500,000 commitment fee; GEN agreed to pay $150,000 in initial fees ($50,000 to Digital Offering as qualified independent underwriter and $100,000 reimbursement for Roth’s legal fees) plus up to $7,500 per fiscal quarter for legal bring-downs.
• Conditions and protections: sales are subject to customary conditions, a required effective registration statement (Commencement = Effective Date), and restrictions on certain “variable rate” issuances; Roth agreed not to enter into short sales or certain hedges during the term.

Why It Matters

• This agreement gives GEN a flexible, on‑demand way to raise up to $25M in equity capital, controlled by the company’s decisions on timing and amount. For investors, that means potential dilution if the company uses this facility, but also a source of funding for working capital, CPG expansion, restaurant openings and debt repayment as stated by GEN. The Nasdaq share-issuance limits and ownership caps reduce the chance of a single-party takeover through this facility but do not eliminate dilution risk if the company uses the full commitment. Finally, up-front fees and the withheld commitment fee reduce net proceeds to GEN.