8-K

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

July 28, 2011

Date of Report (Date of earliest event reported)

KONA GRILL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-34082	20-0216690
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

7150 E. Camelback Road, Suite 220

Scottsdale, Arizona 85251

(Address of principal executive offices) (Zip Code)

(480) 922-8100

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 28, 2011, the Board of Directors of Kona Grill, Inc. (the “Company”) promoted Larry Ryback from Senior Vice President of Operations to Chief Operating Officer of the Company. Mr. Ryback’s compensation as Chief Operating Officer includes an annual base salary of $250,000.

On July 28, 2011, in connection with this appointment as Chief Operating Officer, the Company’s Board of Directors granted Mr. Ryback an option grant of 20,000 non-qualified stock options with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. The options vest ratably over a two-year period with 2,500 shares vesting on October 28, 2011 and each subsequent three-month period thereafter until July 28, 2013, at which time all options will be fully vested.  The options expire upon certain events, but in any event the options will expire not later than July 28, 2016.

Mr. Ryback has over 20 years of restaurant operations experience and has served as the Senior Vice President of Operations since joining the Company in February 2010. Prior to joining Kona, Mr. Ryback served as the President and Chief Operating Officer of Redstone American Grill, Inc., a $35 million privately held company with five high-volume, upscale restaurants in four states. Before joining Redstone, Mr. Ryback spent 10 years with Champps Entertainment in various operations roles including three years as a Regional Vice President of Operations overseeing 26 restaurants that together generated over $130 million in revenue.

A copy of the press release announcing Mr. Ryback's promotion to chief operating officer is attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

Item 8.01 Other Events.

On August 1, 2011, the Company announced the closing of its underperforming restaurant in West Palm Beach, Florida. A copy of  the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d)      Exhibits.

99.1 Press release dated July 29, 2011 titled “Kona Grill Promotes Larry Ryback to Chief Operating Officer”

99.2 Press release dated August 1, 2011 titled “Kona Grill Closes Underperforming West Palm Beach Location”

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.

Date: August 2, 2011	KONA GRILL, INC.
	By:	/s/ Mark S. Robinow
		Mark S. Robinow
		Executive Vice President, Chief Financial Officer, and Secretary

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated July 29, 2011 titled “Kona Grill Promotes Larry Ryback to Chief Operating Officer”
99.2	Press release dated August 1, 2011 titled “Kona Grill Closes Underperforming West Palm Beach Location”

EX-99.1

Exhibit 99.1

 

Kona Grill Promotes Larry Ryback to Chief Operating Officer

SCOTTSDALE, AZ—(Marketwire)—July 29, 2011—Kona Grill, Inc. (Nasdaq: KONA), an American grill and sushi bar, today announced the promotion of Larry Ryback from Senior Vice President of Operations to Chief Operating Officer.

“Over the past 18 months, Larry has successfully led our operations team through various menu improvement, marketing, and operating efficiency initiatives that have enhanced the guest experience while improving the sales and profitability of our restaurants,” said Mike Nahkunst, interim president and CEO of Kona Grill. “His strong leadership abilities have been instrumental in driving strong same-store sales and profitability during 2011. We congratulate Larry on this well-deserved promotion.”

Mr. Ryback has over 20 years of restaurant operations experience and has served as the Senior Vice President of Operations since joining the company in February 2010. Prior to joining Kona, Mr. Ryback served as the President and Chief Operating Officer of Redstone American Grill, Inc., a $35 million privately held company with five high-volume, upscale restaurants in four states. Before joining Redstone, Mr. Ryback spent 10 years with Champps Entertainment in various operations roles including three years as a Regional Vice President of Operations overseeing 26 restaurants that together generated over $130 million in revenue.

About Kona Grill

Kona Grill (Nasdaq: KONA) features American favorites with an international influence and award-winning sushi in a casually elegant atmosphere. Kona Grill owns and operates 25 restaurants, guided by a passion for quality food and personal service. Restaurants are currently located in 16 states: Arizona (Chandler, Gilbert, Phoenix, Scottsdale); Colorado (Denver); Connecticut (Stamford); Florida (Tampa; West Palm Beach); Illinois (Lincolnshire, Oak Brook); Indiana (Carmel); Louisiana (Baton Rouge); Maryland (Baltimore); Michigan (Troy); Minnesota (Eden Prairie); Missouri (Kansas City); Nebraska (Omaha); New Jersey (Woodbridge); Nevada (Las Vegas); Texas (Austin, Dallas, Houston, San Antonio, Sugar Land); Virginia (Richmond). For more information, visit www.konagrill.com.

Kona Grill Investor Relations Contact:

Liolios Group, Inc.

Scott Liolios or Cody Slach

Tel 949-574-3860

info@liolios.com

EX-99.2

Exhibit 99.2

Kona Grill Closes Underperforming West Palm Beach Location

Q3 2011 Net Income Expectation Unchanged

SCOTTSDALE, AZ—(Marketwire)—August 1, 2011—Kona Grill, Inc. (Nasdaq: KONA), an American grill and sushi bar, has closed its underperforming restaurant in West Palm Beach, Florida effective at the end of July.

“Since the restaurant opened in November 2008, it has been challenged by volume and seasonality, particularly in contrast to our other highly successful locations,” noted Mike Nahkunst, interim president and CEO of Kona Grill. “We believe the closure will ultimately improve future profitability by allowing us to focus our resources on improving the performance of our other 24 locations, as well as allowing us to better prepare for additional restaurant openings in 2012.”

Since the operating results of the West Palm Beach location will be reported as discontinued operations, the company has decreased its third quarter 2011 restaurant sales guidance by $400,000 to $22.7-$23.7 million. The company’s net income guidance remains unchanged at $0.1-$0.3 million or $0.01-$0.03 per share.

Kona recently reported a strong quarter in Q2 2011, with restaurant sales up 13.6% to $25.8 million and same-store sales increasing 9.1%. Net income increased 199% to $0.8 million or $0.08 per share.

About Kona Grill

Kona Grill (Nasdaq: KONA) features American favorites with an international influence and award-winning sushi in a casually elegant atmosphere. Kona Grill owns and operates 24 restaurants, guided by a passion for quality food and personal service. Restaurants are currently located in 16 states: Arizona (Chandler, Gilbert, Phoenix, Scottsdale); Colorado (Denver); Connecticut (Stamford); Florida (Tampa); Illinois (Lincolnshire, Oak Brook); Indiana (Carmel); Louisiana (Baton Rouge); Maryland (Baltimore); Michigan (Troy); Minnesota (Eden Prairie); Missouri (Kansas City); Nebraska (Omaha); New Jersey (Woodbridge); Nevada (Las Vegas); Texas (Austin, Dallas, Houston, San Antonio, Sugar Land); Virginia (Richmond). For more information, visit www.konagrill.com.

Forward-Looking Statements

The financial guidance we provide for our third quarter 2011 results, statements about our beliefs regarding profits and stockholder value, and certain other statements contained in this press release are forward-looking. Forward-looking statements include statements regarding our expectations, beliefs, intentions, plans, objectives, goals, strategies, future events, or performance and underlying assumptions and other statements that are not purely historical. We have attempted to identify these statements by using forward-looking terminology such as “may,” “will,” “anticipates,” “expects,” “believes,” “intends,” “should,” or comparable terms. All forward-looking statements included in this press release are based on information available to us on the date of this release and we assume no obligation to update these forward-looking statements for any reason. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those described in the statements. Investors are referred to the full discussion of risks and uncertainties associated with forward-looking statements and the discussion of risk factors contained in the Company's filings with the Securities and Exchange Commission.

Kona Grill Investor Relations Contact:

Liolios Group, Inc.

Scott Liolios or Cody Slach

Tel 949-574-3860

info@liolios.com