Item 3.02 Unregistered Sales of Equity Securities.

On January 3, 2020, Franchise Group, Inc. (the "Company") entered into a subscription agreement (the "Subscription Agreement") with Stefac LP, a Delaware limited partnership ("Stefac") and an affiliate of Vintage Capital Management, LLC ("Vintage"), pursuant to which Stefac purchased from the Company 2,354,000 shares of common stock of the Company, par value $0.01 per share ("Common Stock"), at a purchase price of $12.00 per share for an aggregate purchase price of $28,248,000 in cash. The Common Stock was purchased pursuant to an amendment to an equity commitment letter between the Company and Tributum, L.P., a Delaware limited partnership ("Tributum") and an affiliate of Vintage (the "Equity Commitment Letter"), pursuant to which Tributum agreed to provide $70,000,000 of equity financing for the merger between Vitamin Shoppe, Inc., a Delaware corporation ("Vitamin Shoppe"), and the Company (the "Merger"). The amendment to the Equity Commitment Letter provided that any portion of the equity commitment from Tributum under the Equity Commitment Letter that was not funded at the closing of the Merger would remain available following the closing to fund repurchases of Vitamin Shoppe's 2.25% Convertible Senior Notes due 2020.

The Company relied on an exemption from registration for the issuances and sales described above pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act because the foregoing issuances and sales did not and will not involve a public offering, Stefac is an "accredited investor" and/or had access to similar documentation and information as would be required in a registration statement under the Securities Act and Stefac acquired or will acquire the Common Stock for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Common Stock was offered without any general solicitation by the Company or its representatives. No underwriters or agents were involved in the foregoing issuances and sales and the Company paid no underwriting discounts or commissions. The Common Stock issued and sold, or that will be issued and sold, is subject to transfer restrictions, and the certificates evidencing such Common Stock, if any, will contain an appropriate legend stating that such Common Stock has not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The Common Stock was not registered under the Securities Act and such Common Stock may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

The foregoing description of the Subscription Agreement is not complete and is qualified in its entirety by reference to the complete text of the Subscription Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits

The following exhibit is filed herewith:





Exhibit No.   Description of Exhibit


   10.1         Subscription Agreement, dated as of January 3, 2020, by and between
              Franchise Group, Inc. and Stefac LP.

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