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): ~~October~~November 2515, 2019

GENERATION NEXT FRANCHISE BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-55164

45-2511250

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

2620 Financial Court, Suite 100, Diego, California 92117

(Address of Principal Executive Offices)

858-210-4200

Registrant’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:

¨ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Not applicable	Not applicable	Not applicable

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 81.0103 ~~Other~~Bankruptcy ~~Events~~or Receivership.

~~Plan~~On December 15, 2019, Generation Next Franchise Brands, Inc. (the “Company”) filed a voluntary petition (the “Bankruptcy Petition”) for reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the District of Nevada (the “Court”). The Company intends to ~~Restructure~~use ~~Liabilities~~this ~~with~~court-supervised ~~Unsecured~~process ~~Creditors~~to continue its review of a range of options to maximize value and address its financial obligations

~~Generation~~The ~~Next Franchise Brands, Inc. (“Generation Next” or “~~Company”) ~~provided~~continues ~~an update~~ to ~~its~~operate ~~franchisees on~~ its ~~efforts~~business toand ~~raise~~manage ~~capital through~~ its ~~engagement~~properties ~~with~~as ~~the~~a ~~investment banking firm Stout Risius Ross Advisors, LLC (~~“~~Stout~~debtor-in-possession”). ~~The~~under ~~Company~~the ~~announced~~jurisdiction ~~that~~of ~~feedback from investors indicated~~ the ~~Company~~Court ~~was~~and ~~unlikely~~in toaccordance bewith ~~able~~the toBankruptcy ~~raise~~Code ~~the~~and ~~necessary~~orders ~~amount~~ of ~~capital~~the ~~without significantly restructuring its liabilities~~Court. ToThe ~~that end, the~~ Company ishas ~~beginning~~filed ~~conversations~~a ~~with~~number ~~unsecured creditors with the intent~~ of ~~reducing~~customary ~~liabilities~~“first byday” ~~amounts~~motions ~~equal~~seeking toCourt ~~$20~~authorization to ~~$25~~support ~~million.~~its Inoperations ~~most~~during ~~instances,~~ the ~~restructuring~~court-supervised ~~will include the conversion of liabilities into shares of the Company’s common stock~~process. ~~Examples~~The ~~include the conversion of deposits on kiosks into shares of the~~ Company’s ~~stock~~expects ~~and~~to ~~replacing~~receive ~~most~~Court ofapproval ~~the cash payments~~ for ~~refund~~these ~~liabilities~~requests ~~with shares of the Company’s stock~~shortly.

~~The~~Item ~~Company~~2.03 ~~also~~Creation ~~stated~~of ~~it has~~ a ~~target~~Direct toFinancial ~~raise~~Obligation ~~between $10 and $15 million of cash through the issuance of either debt, equity,~~ or ~~both.~~an ~~The~~Obligation ~~Company~~under ~~is contemplating~~ an ~~initial~~Off-Balance ~~capital~~Sheet ~~raise~~Arrangement of ~~$5 million through the issuance of~~ a senior secured convertible note. The securities offered will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.Registrant

~~Pause~~The Company, Reis & Irvy’s, Inc., 19 Degrees, Inc., and Generation Next Vending Robots, Inc. (collectively, jointly and severally, the “Borrower”) entered into a Business Loan and Security Loan Agreement (“Loan Agreement”) with Genext Loan LLC (“Lender”). Pursuant to the Loan Agreement, entered into November 15, 2019 and funded November 21, 2019, the Lender agreed to loan the Company an aggregate of $300,000.00 in ~~Sale~~principal amount. The loan bears interest at a rate of ~~New~~20% ~~Franchises~~per annum with principal and interest on the notes due on the earlier of February 13, 2020 or the date that the Company files for voluntary or involuntary bankruptcy. On December 3, 2019 Gennext Loan LLC funded an additional $25,000 making the aggregate principal balance $325,000.00. The filing of the voluntary petition for reorganization under chapter 11 of the Bankruptcy Code as described in Item 1.03 above could cause the acceleration of the due date for the loan, which as of the date consist of $330,416 in principal and accrued interest.

~~Generation~~Item ~~Next has paused the sale of new franchises to focus on the completion of its current kiosk backlog and increase its capacity to support existing franchise owners~~2.04 ~~Previously~~Triggering ~~the~~Events ~~Company~~That ~~had~~Accelerate ~~partially~~or ~~used~~Increase ~~cash~~a ~~from~~Direct ~~deposits~~Financial ~~received~~Obligation onor ~~the~~an ~~sale~~Obligation ofunder ~~new~~an ~~franchises~~Off-Balance toSheet ~~funds its operations~~Arrangement. The Company expects to offset this loss in cash flow with cash received from the aforementioned capital raise, if successful, and improved cash flow from operations assuming the Company is able to implement the cost reductions and restructuring with unsecured creditors.

The ~~Company~~filing ~~emphasized~~of ~~that~~ the ~~pause~~Bankruptcy inPetition ~~the~~constituted ~~sale~~an event of ~~new~~default ~~franchises~~under ~~does~~the ~~not~~Company’s ~~reflect~~notes apayable, ~~decreased~~resulting ~~commitment~~in tothe acceleration of the ~~franchise~~Company’s ~~program~~obligations under the notes. ~~Management~~Thus, ofall outstanding debt under the ~~Company,~~notes ~~along~~(among ~~with~~other ~~leaders~~obligations) is in ~~the~~default ~~franchise~~and ~~group~~accelerated, ~~believe~~but ~~this~~subject ~~decision~~to isstay ~~another~~under ~~important~~the ~~step~~Bankruptcy inCode. ~~developing~~The ~~and~~outstanding ~~strengthening~~principal ~~the~~amount ~~current~~of ~~franchise~~such ~~network~~debt is currently $4.8 million.

~~Existing~~The ~~franchise~~information ~~owners~~set ~~will~~forth beunder ~~offered~~Item ~~opportunities~~2.03 toof ~~purchase~~this ~~additional~~Report ~~kiosks~~is incorporated into this Item 2.04 by reference.

~~Update~~Item on5.02 ~~Performance~~Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Successfully~~On ~~executing~~November ~~the~~26, ~~restructuring~~2019, ~~plan~~Art ~~will~~Budman, ~~strengthen~~resigned ~~the~~as ~~balance~~a ~~sheet~~director ~~and~~of ~~position~~ the Company ~~for improved long-term execution but the restructuring actions will reduce the kiosk backlog and the associated future revenue~~. ~~The Company projected that deferred revenue could decrease by 40% to 60% following the restructuring of liabilities with existing franchise owners~~Mr. ~~The~~Budman’s ~~Company~~resignation ~~does~~was not ~~believe~~ the ~~reductions~~result inof ~~orders~~any ~~and~~disagreement ~~deferred~~with ~~revenue reflects a decrease in~~ the ~~long-term potential for the domestic and international footprints of Reis & Irvy’s kiosks~~Company.

~~The~~On ~~Company~~December ~~has~~9, ~~paused~~2019, ~~production~~Chris ~~and~~Maudlin ~~installation~~resigned ofas ~~kiosks~~a todirector ~~conserve~~of ~~cash~~the ~~for~~Company. ~~critical~~Mr. ~~operating~~Maudlin’s ~~expenses~~resignation ~~during~~was not the ~~initial~~result ~~period~~ of ~~time~~any itdisagreement iswith ~~raising~~the ~~capital~~Company.

~~Based~~On onDecember ~~these~~10, ~~two developments~~2019, ~~the~~Lavaille ~~Company~~Lavette ~~decreased~~resigned ~~its~~as ~~fiscal~~a ~~year~~director ~~2020~~of ~~revenue~~the ~~projection~~Company. toMs. aLavette’s ~~range~~resignation ofwas ~~$12~~not tothe ~~$17~~result ~~million~~of onany ~~260~~disagreement towith ~~380~~the ~~global kiosk deliveries~~Company.

~~Last,~~On ~~Generation~~December ~~Next~~13, ~~has~~2019, ~~informed~~Thomas ~~its~~McChesney ~~franchise~~resigned ~~owners~~as ~~that it intends to launch~~ a ~~corporate~~director ~~owned~~of ~~and~~the ~~operated~~Company. ~~business~~Mr. ~~model for Reis & Irvy~~McChesney’s ~~kiosks~~resignation inwas ~~response~~not tothe ~~requests~~result ~~from~~of ~~large~~any ~~multi-site~~disagreement ~~location operators. The Company expects to benefit from increased EBITDA and cash flow from a corporate owned and operated location as compared to a franchise location. The Company will work~~ with ~~franchise owners on introducing~~ the ~~model in a way that can be accretive, and non-competitive to the franchise network~~Company.

~~Launch of Franchise Advisory Council~~2

Franchise owners are forming a Franchise Advisory Council (“FAC”) and Generation Next has expressed its support and encouragement for this endeavor. Subcommittees of the FAC are being proposed for specific subject areas such as operations, technology, and supply chain. Franchise owners will drive the formation of the FAC and the Company will appoint liaisons for each subcommittee to ensure the voice of the franchise owner is formally included in Company decisions regarding the Reis & Irvy’s franchise program.SIGNATURES

2Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

	Generation Next Franchise Brands, Inc.

Date: December 17, 2019	By:	/s/ Ryan Polk
		Ryan Polk
		Chief Executive Officer

~~Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~3

	Generation Next Franchise Brands, Inc.
Date: October 25, 2019	By:	/s/ Ryan Polk
		Ryan Polk
		Chief Executive Officer

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