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Washington, D.C. 20549




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 24, 2021



(Exact name of registrant as specified in its charter)


Delaware  001-37379  14-1961545
(State or other jurisdiction  (Commission File Number)  (IRS Employer
of incorporation)     Identification No.)


1624 Market Street, Suite 311

Denver, Colorado 80202

(Address of principal executive offices and zip code)


Registrant’s telephone number, including area code: (646) 624-2400


(Former name or former address, if changed since last report)


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 (see General Instruction A.2. below):


¨ Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communication 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 Symbol(s) Name of each exchange on which
Common Stock STKS Nasdaq


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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On September 24, 2021, on the recommendation of the Compensation Committee of the Board of Directors of the Company, the Board of Directors approved an amended and restated employment agreement with the Company’s Chief Executive Officer, Emanuel N. Hilario, and awarded to Mr. Hilario 400,000 restricted stock units (RSUs), which will be settled in equal installments of common stock annually over four years based on Mr. Hilario’s continued employment.


The Company entered into the amended and restated employment agreement with Mr. Hilario on September 24, 2021, which amends his prior employment agreement with the Company as follows:


·extends the term to September 1, 2026;
·provides for the RSU award described above, which is documented in a separate agreement; and
·includes specific references to existing compensation practices, including current base pay and continuing participation in existing compensation programs.


Mr. Hilario’s amended and restated employment agreement and the RSU award notice are filed as exhibits to this Current Report on Form 8-K.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


See Exhibit Index.





Exhibit Index


Exhibit Description


10.1Amended and Restated Employment Agreement dated September 24, 2021 between Emanuel N. Hilario and the Company.


10.2Notice of Grant of Restricted Stock Units dated September 24, 2021 between Emanuel N. Hilario and the Company.
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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.


Dated: September 28, 2021 THE ONE GROUP HOSPITALITY, INC.
  By: /s/ Tyler Loy
  Name:  Tyler Loy
  Title:  Chief Financial Officer