GEN Restaurant Group, Inc. entered into a Common Stock Purchase Agreement and a related Registration Rights Agreement with Roth Principal Investments, LLC on September 29, 2026. The agreement grants the Company the right to sell up to $25,000,000 of newly issued Class A common stock to Roth Principal Investments over the term of the agreement.
Sales of shares are at the Company’s sole discretion, and the Company is under no obligation to sell any securities. The agreement includes provisions for four types of purchases: Market Open Purchases, Intraday Purchases, Pre-Market Purchases, and Post-Market Purchases. The Company controls the timing and amount of these sales, which will depend on factors such as market conditions and the Company’s funding needs.
The per-share purchase price for these transactions is determined by the volume weighted average price (VWAP) of the Company’s Class A common stock on the Nasdaq Global Market, subject to specific discounts. Market Open Purchases are subject to a 3.0% discount to the VWAP. Pre-Market and Post-Market Purchases are subject to a 5.0% discount to the VWAP. The Company must file a registration statement with the SEC to allow for the resale of these shares by Roth Principal Investments.
