KONA GRILL, INC. (NASDAQ:KONA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March 24, 2019, Kona Grill, Inc. (the “Company”) and Continental Stock Transfer & Trust Company entered into Amendment No. 2 to Rights Agreement which amended the Final Expiration Date of such Plan from September 6, 2019 to March 24, 2019.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth under Items 1.01 and 8.01 of the Current Report on Form 8-K is incorporated herein by reference. As the Company is considering various strategic alternatives, the Company did not want the Rights Agreement, which would have expired on its terms on September 6, 2019, to be a deterrent to any party who might be interested in acquiring equity interests in the Company. Accordingly, the Company entered into Amendment No. 2. to Rights Agreement to accelerate the Final Expiration Date of such Plan.
Item 3.03Material Modifications of Rights of Security Holders
The information set forth under Item 1.01 of the Current Report on Form 8-K is incorporated herein by reference.
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer.
Hassel Appointment as Director Effective March 21, 2019, Shawn Hassel was appointed to the Company’s Board of Directors. Mr. Hassel is the co-founder and Managing Partner of Bestige Holdings, LLC (“Bestige”), a private investment firm focused on building and developing a portfolio of debt and long-term equity investments in high potential businesses. Prior to founding Bestige in 2016, Mr. Hassel was a Managing Director with Alvarez & Marsal (“A&M”) where he led the Phoenix Turnaround and Restructuring Practice. Before joining A&M in 2001, Mr. Hassel was a Senior Director with the Corporate Finance and Restructuring practice of Arthur Andersen. He has served and continues to serve as a member of multiple boards. Mr. Hassel earned a bachelor’s degree in finance and accounting from the University of Arizona.
Mr. Hassel will serve as Chair of the Company’s Strategic Alternatives Committee, utilizing his experience to advise the Company in reviewing certain strategic alternatives for the purpose of maximizing the enterprise value of the Company.
Mr. Hassel is to receive $50,000 for his first month of service on the Board of Directors, with a minimum of $25,000 for each month thereafter. Mr. Hassel is to receive no less than $150,000 for his services.
Jundt Resignation as Chief Executive Officer and Director Marcus Jundt, the Company’s Chief Executive Officer and a Director, informed the Company on March 22, 2019, that he was resigning as Chief Executive Officer and as a Director effective March 31, 2019.
Bakay Resignation as Executive Chairmanand Director Berke Bakay, the Company’s Executive Chairman, informed the Company on March 27, 2019, that he was resigning as the Company’s Executive Chairman effective immediately.
Zheng Resignation as Director Alex Nanyan Zheng informed the Company on March 27, 2019 that he was resigning as a Director effective immediately.
CEO Compensation The Company’s Board of Directors agreed at its January 31, 2019 Board meeting to provide Marcus Jundt, the Company’s Chief Executive Officer, cash compensation effective January 1, 2019 at the rate of $360,000 per year. Given Mr. Jundt’s resignation effective March 31, 2019, Mr. Jundt received an aggregate of $90,000 to this annual cash compensation.
Board CompensationEffective March 1, 2019, the Company’s Board of Directors resumed the annual cash retainer of $30,000 for each non-employee director, except for Shawn Hassel, and resumed the annual cash retainer for the Chairperson of the Audit Committee of $10,000 and Chairperson of the Compensation Committee to $5,000.
Item 8.01 Other Events
On March 4, 2019, the Company retained Piper Jaffray as its financial advisor to assist the Company in exploring and evaluating potential strategic alternatives focused on maximizing stockholder value such as a sale of the Company, merger, financing transactions, or other potential alternatives.
Item 9.01 Financial Statements and Exhibits
KONA GRILL INC Exhibit
EX-4.1 2 ex_139133.htm EXHIBIT 4.1 ex_139133.htm Exhibit 4.1 AMENDMENT NO. 2 TO RIGHTS AGREEMENT Amendment No. 2 (this “Amendment”),…
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About KONA GRILL, INC. (NASDAQ:KONA)
Kona Grill, Inc. owns and operates upscale casual dining restaurants under the name Kona Grill. The Company owns and operates approximately 40 restaurants in 20 states throughout the United States and Puerto Rico. Its high-volume upscale casual restaurants feature a global menu of contemporary American favorites and sushi. Its menu items are prepared from scratch at each restaurant location and incorporate over 40 signature sauces and dressings. It also offers a full service bar offering a range assortment of wines, specialty cocktails and beers. Its restaurants seat an average of approximately 290 customers and comprise multiple dining areas. Its dining area, full-service bar, indoor/outdoor patio and sushi bar provide a choice of atmospheres and a range of environments. It locates its restaurants in various areas, such as retail centers, shopping malls, urban entertainment districts and lifestyle centers that are situated near commercial office space and residential housing.