GEN Restaurant Group, Inc. has entered into a definitive agreement with Roth Principal Investments, LLC that gives the restaurant company the right to sell up to $25,000,000 of newly issued shares of its Class A common stock. The company filed the announcement with the Securities and Exchange Commission on September 29, 2026, identifying the transaction as a material definitive agreement.
Under the Common Stock Purchase Agreement, GEN Restaurant Group retains sole discretion over whether and when to sell shares to Roth Principal Investments. The company is under no obligation to sell any securities under the agreement. Sales can occur from time to time during the term of the contract, provided specific conditions are met.
The agreement allows for sales over a period of up to 36 months beginning on the date a registration statement is declared effective by the SEC. To initiate these sales, GEN Restaurant Group must deliver written notice to Roth Principal Investments on a selected trading day. The purchase price for each sale is determined by reference to the volume weighted average price of the company's stock during specific valuation periods on the Nasdaq Global Market.
The contract outlines several types of purchases, including Market Open Purchases and Intraday Purchases. Market Open Purchases occur after 7:30 a.m. and prior to 9:00 a.m. New York City time. The price for these transactions includes a fixed 3.0% discount to the volume weighted average price during the valuation period. Intraday Purchases can be directed after 10:00 a.m. and prior to 2:00 p.m. New York City time.
Sales are subject to limitations, including a requirement that the closing sale price of the stock on the trading day immediately prior to the purchase date meets a specified threshold price set forth in the agreement. Additionally, all shares from prior purchases must have been received by Roth Principal Investments before new sales can proceed.
GEN Restaurant Group, which is incorporated in Delaware and headquartered in Cerritos, California, trades its Class A common stock on The Nasdaq Global Market under the ticker symbol GENK. The company is classified as an emerging growth company under securities regulations. The agreement does not require GEN Restaurant Group to issue all available shares; rather, it provides an optional framework for capital raising at the company's discretion.