Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: During the twelve weeks ended October 2, 2022, the Company did not have any sales of securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been reported in a Current Report on Form 8-K, nor were any share repurchases made by the Company.
−Removed: Our ability to repurchase shares is limited to conditions set forth by our lenders in the Credit Agreement;
−Removed: repurchases shall not exceed (in any fiscal year) the greater of $2,500,000 and 4% of Consolidated EBITDA calculated on a Pro Forma Basis for the then most recently ended period (as each term is defined in the Credit Agreement).
+Added: During the sixteen weeks ended April 16, 2023, the Company did not have any sales of securities in transactions that were not registered under the Securities Act of 1933, as amended, that have not been reported in a Current Report on Form 8-K, nor were any share repurchases made by the Company.
Number Description
−Removed: Offer Letter by and between Red Robin Gourmet Burgers, Inc.
−Removed: Hart, dated July 13, 2022.
−Removed: Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 14, 2022.
+Added: Restated Certificate of Incorporation of Red Robin Gourmet Burgers, Inc., dated as of May 28, 2015.
+Added: Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 29, 2015.
+Added: Fifth Amended and Restated Bylaws dated March 20, 2023.
+Added: Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 24, 2023.
+Added: Fifth Amended and Restated Bylaws dated March 20, 2023, marked to show amendments effective as of March 20, 2023.
+Added: Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on March 24, 2023.
+Added: Specimen stock certificate.
+Added: Incorporated by reference to Exhibit 4.1 to Amendment No.
+Added: 1 of our Registration Statement on Form S-1 filed on June 10, 2002 (Registration No.
+Added: Amendment No.
+Added: 1 to Rights Agreement, dated as of April 10, 2020, by and between Red Robin Gourmet Burgers, Inc.
+Added: and American Stock Transfer & Trust Company, LLC, as rights agent.
+Added: Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2020.
+Added: Employment Agreement by and between Red Robin Gourmet Burgers, Inc.
+Added: and Kevin Mayer, dated April 20, 2023.
Rule 13a-14(a) Certification of Chief Executive Officer
2 unchanged sentences
101 The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc.
−Removed: for the quarter ended October 2, 2022 formatted in XBRL (eXtensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets at October 2, 2022 and December 26, 2021;
−Removed: (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the twelve and forty weeks ended October 2, 2022 and October 3, 2021;
−Removed: (iii) Condensed Consolidated Statements of Stockholders' Equity at October 2, 2022 and October 3, 2021;
−Removed: (iv) Condensed Consolidated Statements of Cash Flows for the forty weeks ended October 2, 2022 and October 3, 2021;
+Added: for the quarter ended April 16, 2023 formatted in XBRL (extensible Business Reporting Language):
+Added: (i) Condensed Consolidated Balance Sheets at April 16, 2023 and December 25, 2022;
+Added: (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the sixteen weeks ended April 16, 2023 and April 17, 2022;
+Added: (iii) Condensed Consolidated Statements of Stockholders' Equity at April 16, 2023 and April 17, 2022;
+Added: (iv) Condensed Consolidated Statements of Cash Flows for the sixteen weeks ended April 16, 2023 and April 17, 2022;
and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
+Added: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
( ) Exhibits previously filed in the Company's periodic filings as specifically noted.
1 unchanged sentence
RED ROBIN GOURMET BURGERS, INC.
−Removed: November 2, 2022 By:
+Added: May 24, 2023 By:
+Added: /s/ Todd Wilson
(Chief Financial Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.