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)

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