Annual report [Section 13 and 15(d), not S-K Item 405]

Stockholders' Equity

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Stockholders' Equity
12 Months Ended
Dec. 31, 2024
Stockholders' Equity  
Stockholders' Equity

Note 13 – Stockholders’ Equity

Preferred Stock

The Company is authorized to issue 9,840,000 shares of preferred stock with a par value of $0.0001. There were no shares of preferred stock that were issued or outstanding at December 31, 2024 or December 31, 2023, other than the Series A Preferred Stock discussed above.

Common Stock

The Company is authorized by its amended and restated certificate of incorporation to issue up to 75.0 million shares of common stock, par value $0.0001 per share. As of December 31, 2024 and 2023, there are 31.0 million and 31.3 million shares of common stock outstanding, respectively.

Stock Purchase Program

In September 2022, the Company’s Board of Directors authorized a repurchase program of up to $10.0 million of outstanding common stock. In May 2023, the Company’s Board of Directors authorized an additional $5.0 million to this program. In March 2024, the Company’s Board of Directors authorized an additional $5.0 million of repurchases under this program.

During 2024, and 2023, the Company purchased 0.7 million and 1.2 million shares for aggregate consideration of $3.2 million and $7.9 million, respectively. As of December 31, 2024, the Company purchased 3.0 million shares for $18.2 million under the program.

Warrants

In connection with the Benihana Acquisition, on May 1, 2024, the Company issued both market and penny warrants to the following holders of the Series A Preferred Stock. The holders of the penny warrants are entitled to receive any dividends issued to common stockholders. The Company has the following warrants to purchase shares of common stock outstanding as of December 31, 2024.

Warrants

Exercise

Shares available for purchase as of December 31,

Issuance date

Holder of warrants

Expiration date

Issued

Price

2024

2023

May 1, 2024

HPC III Kaizen LP

May 1, 2029

1,000,000

$

10.00

1,000,000

May 1, 2024

HPS and affiliates

May 1, 2029

66,667

$

10.00

66,667

May 1, 2024

HPC III Kaizen LP

May 1, 2034

1,786,582

$

0.01

1,786,582

May 1, 2024

HPS and affiliates

May 1, 2034

119,105

$

0.01

119,105

During 2023, warrants to purchase 125,000 shares of common stock at an exercise price of $1.63 per share were exercised. There were no warrants outstanding as of December 31, 2023.

Dividends

The issuance of a dividend is dependent on a variety of factors, including but not limited to, available cash and the overall financial condition of the Company. The issuance of a dividend is also subject to legal restrictions and the terms of the Company’s credit agreement. The Company did not issue dividends related to its common stock in 2024 or 2023.