0001723580FALSE00017235802024-03-052024-03-050001723580bfi:CommonStockParValue00001PerShareMember2024-03-052024-03-050001723580bfi:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareMember2024-03-052024-03-05

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________________
FORM 8-K
_______________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 5, 2024
_______________________________________
BurgerFi International, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________
001-38417Delaware82-2418815
(Commission
File Number)
(State or Other Jurisdiction
of Incorporation)
(I.R.S. Employer
Identification No.)
200 West Cypress Creek Rd., Suite 220
Fort Lauderdale, FL
33309
(Address of Principal Executive Offices)(Zip Code)
(954) 618-2000
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
_______________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, par value $0.0001 per shareBFIThe Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per shareBFIIWThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐



Item 8.01.    Other Events.

On March 5, 2024, BurgerFi International, Inc. (the “Company”) received a letter (the “Compliance Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it had regained compliance with the independent director requirements for continued listing on The Nasdaq Capital Market set forth in Nasdaq Listing Rule 5605(b)(1) (the “Independent Director Rule”).

On November 7, 2023, the Company received a deficiency letter from Nasdaq notifying the Company that the previously disclosed resignation of Martha Stewart from the Company’s Board of Directors (the “Board”) resulted in noncompliance with the Independent Director Rule as, when the letter was issued, the Board did not have a majority of directors who would be considered “independent directors,” as defined in Nasdaq Listing Rule 5605(a)(2). In accordance with Nasdaq Listing Rule 5605(b)(1)(A), the Company was provided a cure period (i) until the earlier of the Company’s next annual shareholders’ meeting or September 23, 2024 or (ii) if the next annual shareholders’ meeting is held before March 19, 2024, until March 19, 2024 to regain compliance with the independent director requirements.

The Compliance Letter received by the Company on March 5, 2024 indicated that based on information provided regarding a determination of David Heidecorn’s independence, the Company has regained compliance with the Independent Director Rule and Nasdaq considers the matter closed.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 8, 2024
BURGERFI INTERNATIONAL, INC.
By:
/s/ Carl Bachmann
Carl Bachmann, Chief Executive Officer

v3.24.0.1
Cover
Mar. 05, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Mar. 05, 2024
Entity Registrant Name BurgerFi International, Inc.
Entity File Number 001-38417
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 82-2418815
Entity Address, Address Line One 200 West Cypress Creek Rd., Suite 220
Entity Address, City or Town Fort Lauderdale
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33309
City Area Code (954)
Local Phone Number 618-2000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001723580
Common stock, par value $0.0001 per share  
Document Information [Line Items]  
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol BFI
Security Exchange Name NASDAQ
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share  
Document Information [Line Items]  
Title of 12(b) Security Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 per share
Trading Symbol BFIIW
Security Exchange Name NASDAQ
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