Potbelly Corporation — Form 8-K, August 14, 2020 (Item 1.01 Entry into a Material Definitive Agreement)

Summary

Form 8-K Current Report of Potbelly Corporation dated August 14, 2020. Under Item 1.01, it states that on August 10, 2020, Potbelly Sandwich Works, LLC, an indirect subsidiary of Potbelly Corporation, entered into a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10,000,000, pursuant to the Paycheck Protection Program. It says the loan bears interest at a rate of 1% per annum and is scheduled to mature five years from the date the Borrower applies for loan forgiveness. The company states that it intends to apply for forgiveness of a portion of the loan. The signature block shows /s/ Matthew Revord, Senior Vice President and Chief Legal Officer.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 14, 2020 ( August 10, 2020 )

Potbelly Corporation

(Exact name of registrant as specified in its charter)

Delaware | 001-36104 | 36-4466837
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.)
111 N. Canal Street , Suite 850 Chicago , Illinois | 60606
(Address of Principal Executive Offices) | (Zip Code)

Registrant’s Telephone Number, Including Area Code: (312) 951-0600

Not Applicable

(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:

☐ | Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications 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 registered
Common Stock, $0.01 par value | PBPB | The NASDAQ Stock Market LLC
(Nasdaq Global Select Market)

Indicated by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01. | Entry into a Material Definitive Agreement

On August 10, 2020, Potbelly Sandwich Works, LLC (the “Borrower”), an indirect subsidiary of Potbelly Corporation (the “Company”), entered into a loan agreement with Harvest Small Business Finance, LLC in the aggregate amount of $10,000,000 (the “Loan”), pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The Loan is scheduled to mature five years from the date on which the Borrower applies for loan forgiveness under the CARES Act, bears interest at a rate of 1% per annum and is subject to the terms and conditions applicable to loans administered by the U.S. Small Business Administration under the CARES Act. The Paycheck Protection Program provides that the use of the Loan amount shall be limited to certain qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act. The Company intends to apply for forgiveness of a portion of the loan in accordance with the terms of the CARES Act to the extent applicable.

The foregoing description of the Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Promissory Note, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is hereby incorporated herein by reference.

Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure under Item 1.01 above which is hereby incorporated in this Item 2.03 by reference.

Item 9.01. | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
10.1 | Promissory Note, effective as of August 7, 2020, between Potbelly Sandwich Works, LLC and Harvest Small Business Finance, LLC
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: August 14, 2020 | Potbelly Corporation
By: | /s/ Matthew Revord
Name: | Matthew Revord
Title: | Senior Vice President and Chief Legal Officer

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