UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 23, 2022, BurgerFi International, Inc., a Delaware corporation (the “Company”), filed a Certificate of Change of Registered Agent and/or Registered Office (the “Certificate of Change”) with the Secretary of State of Delaware in accordance with the Delaware General Corporation Law to change the Company’s registered agent to Corporate Creations Network Inc. and its registered office to 3411 Silverside Road, Tatnall Building #104, Wilmington, DE 19810, County of New Castle. Pursuant to the Delaware General Corporation Law, the Certificate of Change was approved by the Company’s Board of Directors (the “Board”). The Certificate of Change has the effect of amending Article Second of the Amended and Restated Certificate of Incorporation of the Company, effective as of the date of filing the Certificate of Change. A copy of the Certificate of Change is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Also on March 23, 2022, the Company made conforming amendments to the Company’s Amended and Restated Bylaws to update the Company’s registered agent and registered office as well as amendments to remove references to the Company’s former name and remove a provision prohibiting stockholders from acting by written consent in lieu of a meeting. Pursuant to Section 8.8 of the Amended and Restated Bylaws, the amendments were approved by the Board. A copy of the Second Amended and Restated Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Change of Registered Agent and/or Registered Office. | |
| 3.2 | Second Amended and Restated Bylaws of BurgerFi International, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 24, 2022
| BURGERFI INTERNATIONAL, INC. | ||
| By: | /s/ Stefan K. Schnopp | |
| Stefan K. Schnopp Chief Legal Officer and Corporate Secretary | ||