Form 8-K — Shake Shack Inc.: returning $10.0 million in proceeds from a loan, Paycheck Protection Program

Summary

A Form 8-K of Shake Shack Inc. dated April 21, 2020, with April 17, 2020 as the date of the earliest event reported. Under Item 1.01 it reports an Underwriting Agreement with J.P. Morgan Securities LLC for the sale of 3,416,070 shares of Class A common stock at $39.77 per share, with proceeds of approximately $135.9 million before estimated offering expenses. Under Item 8.01 it reports that on April 19, 2020 the company announced it was returning $10.0 million in proceeds from a Paycheck Protection Program loan by JPMorgan Chase that was not used. It also reports sales of 233,467 shares on April 17, 2020 for gross proceeds of approximately $9.9 million. The report is signed by Tara Comonte, President and Chief Financial Officer.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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

April
21, 2020 ( April 17, 2020 )

Date
of Report (Date of earliest event reported)

SHAKE
SHACK INC.

(Exact
name of registrant as specified in its charter)

Delaware | 001-36823 | 47-1941186
(State
 or other jurisdiction of incorporation
 or organization) | (Commission File
 Number) | (IRS
 Employer Identification
 No.)
225
 Varick Street , Suite 301 New
York , New York | 10014
(Address
 of principal executive offices) | (Zip
 Code)

( 646 ) 747-7200

(Registrant's
telephone number, including area code)

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
Class A Common Stock, par value $0.001 | SHAK | New
 York Stock Exchange

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
1.01 Entry into a Material Definitive Agreement.

On
April 17, 2020, Shake Shack Inc. (the “ Company ”) entered into an Underwriting Agreement (the “ Underwriting
Agreement ”) with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (the “ Underwriters ”),
for the issuance and sale by the Company of 3,416,070 shares of its Class A common stock, par value $0.001 per share (the “ Class
A Common Stock ”), in an underwritten public offering (the “ Offering ”) pursuant to the
Company’s Registration Statement on Form S-3 (File No. 333-225528), filed on June 8, 2018, as supplemented by a prospectus
supplement, dated April 17, 2020 and filed April 20, 2020, in each case filed with the Securities and Exchange Commission (the
“ Commission ”). The Underwriters agreed to purchase the shares of Class A Common Stock from the Company
at a price of $39.77 per share, resulting in proceeds of approximately $135.9 million to the Company, before estimated offering
expenses.

The
Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions
to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act
of 1933, as amended (the “ Securities Act ”), other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed
upon by the contracting parties.

The
foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full
text of the Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is
incorporated herein by reference.

On
April 17, 2020, the Company also issued a press release announcing the Offering, the full text of which is attached as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities
discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item
8.01 Other Events.

On
April 19, 2020, the Company announced that it was returning $10.0 million in proceeds from a loan by JPMorgan Chase, which was
granted pursuant to the Paycheck Protection Program of the Coronavirus Aid, Relief, and Economic Security Act, and was not used
by the Company.

On
April 20, 2020, the Company announced that it sold 233,467 shares of Class A Common Stock on April 17, 2020 for gross proceeds
of approximately $9.9 million, before underwriting commissions and discounts and offering expenses. Such shares were sold pursuant
to the Distribution Agreement, dated April 17, 2020 (the “ Distribution Agreement ”), by and among the
Company and J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as agents. The shares of Class
A Common Stock issued and sold pursuant to the Distribution Agreement were registered under the Securities Act pursuant to the
Company’s Registration Statement on Form S-3 (File No. 333-225528), filed on June 8, 2018, as supplemented by a prospectus
supplement, dated and filed April 17, 2020, in each case filed with the Commission.

Item
9.01 Financial Statements and Exhibits.

(d) | Exhibits
Exhibit Number | Exhibit
 Description
1.1 | Underwriting
 Agreement dated April 17, 2020 between the Company and J.P. Morgan Securities LLC.
5.1 | Opinion
 of Cooley LLP.
23.1 | Consent
 of Cooley LLP (included in Exhibit 5.1).
99.1 | Shack
 Shack Inc. press release dated April 17, 2020
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.

Shake
 Shack Inc.
(Registrant)
By: | /s/
 Tara Comonte
Tara
 Comonte
Date:
 April 21, 2020 | President
 and Chief Financial Officer

File and source

File

tm2016488d1_8k.htm_1d7b49e60a9ecf1e.html

Size

42,617 bytes

SHA-256

5da0d007b63670101414ff634d0488bc943781107a810a1be8e179768517691d

Our copy

tm2016488d1_8k.htm_1d7b49e60a9ecf1e.html

Original

www.sec.gov