Item 1.01 Entry into a Material Definitive Agreement.
On April 14, 2020, Kura Sushi USA, Inc. (the "Company") entered into a
Promissory Note with Bank of the West, which provides for a loan in the amount
of $5,983,290 (the "PPP Loan") pursuant to the Paycheck Protection Program under
the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). The
PPP Loan has a two-year term and bears interest at a rate of 1.0% per annum.
Monthly principal and interest payments are deferred for six months after the
date of disbursement. The PPP Loan may be prepaid at any time prior to maturity
with no prepayment penalties. The Promissory Note contains events of default and
other provisions customary for a loan of this type. The Paycheck Protection
Program provides that the PPP Loan may be partially or wholly forgiven if the
funds are used for certain qualifying expenses as described in the CARES Act.
The Company intends to use the entire PPP Loan amount for qualifying expenses
and to apply for forgiveness of the loan in accordance with the terms of the
Forward Looking Statements
Except for historical information contained herein, the statements in this Form
8-K are forward-looking statements (as such term is defined in the Private
Securities Litigation Reform Act of 1995) and involve risks and uncertainties
and are subject to change based on various important factors. This Form 8-K
includes forward-looking statements that are based on management's current
estimates or expectations of future events or future results. These statements
are not historical in nature and can generally be identified by such words as
"target," "may," "might," "will," "objective," "intend," "should," "could,"
"can," "would," "expect," "believe," "design," "estimate," "continue,"
"predict," "potential," "plan," "anticipate" or the negative of these terms, and
similar expressions. Management's expectations and assumptions regarding future
results are subject to risks, uncertainties and other factors that could cause
actual results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements included in this Form
8-K. These risks and uncertainties include but are not limited to: risks related
to the COVID-19 outbreak; our ability to successfully maintain increases in our
comparable restaurant sales; our ability to successfully execute our growth
strategy and open new restaurants that are profitable; our ability to expand in
existing and new markets; our projected growth in the number of our restaurants;
macroeconomic conditions and other economic factors; our ability to compete with
many other restaurants; our reliance on vendors, suppliers and distributors,
including our parent company Kura Sushi, Inc.; concerns regarding food safety
and foodborne illness; changes in consumer preferences and the level of
acceptance of our restaurant concept in new markets; minimum wage increases and
mandated employee benefits that could cause a significant increase in our labor
costs; the failure of our automated equipment or information technology systems
or the breach of our network security; the loss of key members of our management
team; the impact of governmental laws and regulations; volatility in the price
of our common stock; and other risks and uncertainties as described in our
filings with the Securities and Exchange Commission ("SEC"). These and other
factors that could cause results to differ materially from those described in
the forward-looking statements contained in this Form 8-K can be found in the
Company's other filings with the SEC. Undue reliance should not be placed on
forward-looking statements, which are only current as of the date they are made.
The Company assumes no obligation to update or revise its forward-looking
statements, except as may be required by applicable law.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The discussion of the PPP Loan set forth under Item 1.01 of this Current Report
on Form 8-K is incorporated in this Item 2.03 by reference.
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