Item 1.01. Entry Into a Material Definitive Agreement.

On January 8, 2021 (the "Effective Date"), Good Times Restaurants Inc. (the "Company") and each of its wholly-owned subsidiaries, as guarantors, entered into a Fifth Amendment to Credit Agreement and Waiver (the "Amendment") with respect to the Company's Credit Agreement with Cadence Bank, N.A., as lender ("Cadence") entered into on September 8, 2016, as amended on September 11, 2017 by the First Amendment to Credit Agreement (the "First Amendment"), as further amended on October 31, 2018 by the Second Amendment to Credit Agreement (the "Second Amendment"), as further amended on February 21, 2019 by the Third Amendment to Credit Agreement (the "Third Amendment"), and further amended on December 9, 2019 by the Fourth Amendment to Credit Amendment (the "Fourth Amendment" and, together with the First Amendment, the Second Amendment and the Third Amendment, the "Credit Agreement").

The Amendment, among other things, modifies the Credit Agreement as follows: (a) extends the Maturity Date (as defined in the Credit Agreement) to January 31, 2023; (b) provides that the commitments of the lenders will be reduced from $11,000,000 as of the Effective Date of the Amendment to: (i) $10,000,000 on March 31, 2021; and (ii) $8,000,000 on July 1, 2021; (c) provides that the required Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the end of any fiscal quarter is greater than 5.15 to 1.00; and (d) provides Cadence's formal waiver of the event of default caused by the Company's failure to comply with the required Consolidated Leverage Ratio then in effect for the fiscal quarter ended March 31, 2020.

The forgoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed in Exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.


 Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

            Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 regarding the Amendment is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



 Number     Description

 10.1*        Fifth Amendment to Credit Agreement and Waiver  , dated January 8,
            2021, by and among Good Times Restaurants Inc., each of its
            wholly-owned subsidiaries and Cadence Bank, N.A.

  10.2        Cadence Bank Credit Agreement   (previously filed as Exhibit 10.1
            to the registrant's Current Report on Form 8-K filed September 13,
            2016 (File No. 000-18590) and incorporated herein by reference)

  10.3        Cadence Bank Security and Pledge Agreement   (previously filed as
            Exhibit 10.2 to the registrant's Current Report on Form 8-K filed
            September 13, 2016 (File No. 000-18590) and incorporated herein by
            reference)












  10.4        Cadence Bank First Amendment to Credit Agreement   (previously
            filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K
            filed September 12, 2017  (File No. 000-18590) and incorporated
            herein by reference)

  10.5        Cadence Bank Second Amendment to Credit Agreement   (previously
            filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K
            filed November 2, 2018  (File No. 000-18590) and incorporated herein
            by reference)

  10.6        Cadence Bank Third Amendment to Credit Agreement   (previously
            filed as Exhibit 10.1 to the registrant's Current Report on Form
            10-Q filed May 10, 2019  (File No. 000-18590) and incorporated
            herein by reference)

  10.7        Cadence Bank Fourth Amendment to Credit Agreement   (previously
            filed as Exhibit 10.1 to the registrant's Current Report on Form 8-K
            filed December 13, 2019 (File No. 000-18590) and incorporated herein
            by reference)

 99.1*        Press Release dated January 14, 2021

*Filed herewith

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