Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: 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.
−Removed: Number Description
−Removed: Restated Certificate of Incorporation of Red Robin Gourmet Burgers, Inc., dated as of May 28, 2015.
−Removed: Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on May 29, 2015.
−Removed: Fifth Amended and Restated Bylaws dated March 20, 2023.
−Removed: Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 24, 2023.
−Removed: Fifth Amended and Restated Bylaws dated March 20, 2023, marked to show amendments effective as of March 20, 2023.
−Removed: Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed on March 24, 2023.
−Removed: Specimen stock certificate.
−Removed: Incorporated by reference to Exhibit 4.1 to Amendment No.
−Removed: 1 of our Registration Statement on Form S-1 filed on June 10, 2002 (Registration No.
−Removed: Amendment No.
−Removed: 1 to Rights Agreement, dated as of April 10, 2020, by and between Red Robin Gourmet Burgers, Inc.
−Removed: and American Stock Transfer & Trust Company, LLC, as rights agent.
−Removed: Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on April 13, 2020.
−Removed: Employment Agreement by and between Red Robin Gourmet Burgers, Inc.
−Removed: and Kevin Mayer, dated April 20, 2023.
−Removed: Rule 13a-14(a) Certification of Chief Executive Officer
−Removed: Rule 13a-14(a) Certification of Chief Financial Officer
−Removed: Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
−Removed: 101 The following financial information from the Quarterly Report on Form 10-Q of Red Robin Gourmet Burgers, Inc.
−Removed: for the quarter ended April 16, 2023 formatted in XBRL (extensible Business Reporting Language):
−Removed: (i) Condensed Consolidated Balance Sheets at April 16, 2023 and December 25, 2022;
−Removed: (ii) Condensed Consolidated Statements of Operations and Comprehensive Loss for the sixteen weeks ended April 16, 2023 and April 17, 2022;
−Removed: (iii) Condensed Consolidated Statements of Stockholders' Equity at April 16, 2023 and April 17, 2022;
−Removed: (iv) Condensed Consolidated Statements of Cash Flows for the sixteen weeks ended April 16, 2023 and April 17, 2022;
−Removed: and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.
−Removed: 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: ( ) Exhibits previously filed in the Company's periodic filings as specifically noted.
−Removed: Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: RED ROBIN GOURMET BURGERS, INC.
−Removed: May 24, 2023 By:
−Removed: /s/ Todd Wilson
−Removed: (Chief Financial Officer)
+Added: During the twelve weeks ended July 9, 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 or that are reported in this Item.
+Added: On August 9, 2018, the Company’s board of directors authorized the Company’s current share repurchase program of up to a total of $75 million of the Company’s common stock.
+Added: The share repurchase authorization became effective on August 9, 2018 and will terminate upon completing repurchases of $75 million of common stock unless otherwise terminated by the board.
+Added: Purchases under the repurchase program may be made in open market or privately negotiated transactions and may include transactions pursuant to a repurchase plan administered in accordance with Rules 10b5-1 and 10b-18 under the Securities Exchange Act of 1934, as amended.
+Added: Purchases may be made from time to time at the Company’s discretion and the timing and amount of any share repurchases will be determined based on share price, market conditions, legal requirements, and other factors.
+Added: The repurchase program does not obligate the Company to acquire any particular amount of common stock, and the Company may suspend or discontinue the repurchase program at any time.
+Added: The table below provides a summary of the Company’s purchases of its own common stock during the second quarter of 2023.
+Added: In response to the COVID-19 pandemic, the Company temporarily suspended share repurchases effective March 14, 2020.
+Added: In May 2023, the Company resumed share repurchases.
+Added: Total Number of Shares (or Units) Purchased Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly announced Plans or Programs Maximum Dollar Value of Shares (or Units) that May yet be Purchased Under the Plan (in thousands)
+Added: 5/15/23 - 6/11/23 252,437 12.87 478,937 65,190
+Added: 6/12/23 - 7/9/23 129,580 13.50 608,517 63,441
+Added: (1) The reported periods conform to the Company's fiscal calendar composed of thirteen 28-day periods.
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.