Twin Hospitality Group Inc. Files 8-K with Material Agreement

TL;DR

Twin Hospitality Group Inc. filed an 8-K on 9/30/25 detailing a material agreement and equity sales.

AI Summary

On September 30, 2025, Twin Hospitality Group Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on October 3, 2025.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered equity sales can introduce financial and operational risks that require further investigation.

Key Players & Entities

• Twin Hospitality Group Inc. (company) — Registrant
• September 30, 2025 (date) — Date of earliest event reported
• October 3, 2025 (date) — Filing date
• 5151 Belt Line Road, Suite 1200 Dallas, TX 75254 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share TWNP The Nasdaq Stock Mar
• $50.0 million — n to purchase, from time to time, up to $50.0 million in aggregate gross purchase price of ne
• $250,000 — ed in the Purchase Agreement), and (ii) $250,000 divided by the highest closing price of
• $0.05 — he Purchase Agreement) less five cents ($0.05) per share. The maximum number of share
• $200,000 — ed in the Purchase Agreement), and (ii) $200,000 divided by the highest closing price of
• $125,000 — tranches in the following amounts: (i) $125,000 divided by the closing price of the Com
• $7,500,000 — n Stock on the day the Company receives $7,500,000 in aggregate total gross amount receive

Filing Documents

• form8-k.htm (8-K) — 52KB
• ex10-1.htm (EX-10.1) — 243KB
• ex10-2.htm (EX-10.2) — 179KB
• 0001493152-25-016878.txt ( ) — 716KB
• twnp-20250930.xsd (EX-101.SCH) — 3KB
• twnp-20250930_lab.xml (EX-101.LAB) — 33KB
• twnp-20250930_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. On September 30, 2025, Twin Hospitality Group Inc. (the " Company ") entered into a Common Stock Purchase Agreement (the " Purchase Agreement ") and related Registration Rights Agreement (the " RRA ") with White Lion Capital, LLC (" White Lion ). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White Lion to purchase, from time to time, up to $50.0 million in aggregate gross purchase price of newly issued Class A common stock of the Company (the " Common Stock "), subject to certain limitations and conditions set forth in the Purchase Agreement. The Company is obligated under the Purchase Agreement and the RRA to file a registration statement with the Securities and Exchange Commission (" SEC ") to register the Common Stock under the Securities Act of 1933, as amended (the " Securities Act "), for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the Purchase Agreement. (the " Registration Statement ") registering the resale of the shares issuable pursuant to the Purchase Agreement, the Company's right to sell shares to White Lion commenced upon the execution of the Purchase Agreement, and extends until 36 months from the execution of the Purchase Agreement, or until the Company has exercised in full its right to sell shares to White Lion under the Purchase Agreement (the " Commitment Period "). During the Commitment Period, subject to the provisions of the Purchase Agreement, the Company may notify (such notice, a " Purchase Notice ") White Lion when the Company exercises its right to sell shares. The Purchase Notice may be a (i) Fixed Purchase Notice, (ii) Rapid Purchase Notice, or (iii) VWAP Purchase Notice, each as described below. Under a "Fixed Purchase Notice"

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit Number Description 10.1 Common Stock Purchase Agreement, dated as of September 30, 2025, by and between the Company and White Lion Capital, LLC 10.2 Registration Rights Agreement, dated as of September 30, 2025, by and between the Company and White Lion Capital, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Twin Hospitality Group Inc. Date: October 3, 2025 /s/ Kenneth J. Kuick Kenneth J. Kuick Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR