Item 1.01. Entry into a Material Definitive Agreement.

Effective June 2, 2020, Regional Brands Inc. (the "Company") entered into an Amendment to Subscription Agreements (the "Amendment to Subscription Agreements") with the Company stockholders that are parties thereto, that amends all of the separate Subscription Agreements (the "Subscription Agreements") made and entered into by the Company and the respective subscribers named therein in connection with the issuance and sale by the Company of shares of its common stock ("Common Stock") in a private placement completed on November 1, 2016. Also, effective June 2, 2020, the Company entered into an Omnibus Amendment (the "Omnibus Amendment") with the Company stockholders that are parties thereto, that amends the Securities Purchase Agreement, dated as of April 8, 2016 (the "Securities Purchase Agreement"), by and among the Company and the investors named therein and the Registration Rights Agreement, dated as of April 8, 2016 (the "Registration Rights Agreement"), by and among the Company and the holders of the Company's securities listed on the signature pages thereto.

The amendments, among other things, remove the Company's obligations under the foregoing agreements to file periodic reports with the Securities and Exchange Commission ("SEC") and replace them with obligations to provide certain financial information on a semi-annual basis to the parties of such agreements upon their request.

The foregoing description of the Amendment to Subscription Agreements and the Omnibus Amendment is a summary and is qualified in its entirety by reference to the full text of the Form of Amendment to Subscription Agreements and the Form of Omnibus Amendment, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated by reference into this Item 1.01.




 Item 8.01 Other Events.




Termination of SEC Reporting

The Company was obligated to file periodic reports with the SEC pursuant to the terms of the Subscription Agreements, the Securities Purchase Agreement and the Registration Rights Agreement. As described in Item 1.01 of this Current Report on Form 8-K, effective June 2, 2020, the Company entered into amendments to the foregoing agreements that removed the Company's obligations to file periodic reports with the SEC. As a result of the amendments, the Company is no longer obligated to and will not voluntarily file reports with the SEC following this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.






 (d) Exhibits.

Exhibit Number Description of Exhibit






   10.1     Form of Amendment to Subscription Agreements, effective as of June 2,
          2020.




   10.2     Form of Omnibus Amendment, effective as of June 2, 2020.

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