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

Date of Report (Date of earliest event reported): August 13, 2015

DIVERSIFIED RESTAURANT HOLDINGS, INC.

(Name of registrant in its charter)

Nevada	000-53577	03-0606420
(State or other jurisdiction of  incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	27680 Franklin Road Southfield, MI  48034
(Address of principal executive offices)

Registrant's telephone number:  (248) 223-9160

Check the appropriate box below if the Form 8-K 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

[   ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[   ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[   ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01 Entry into a Material Definitive Agreement

On August 13, 2015, Diversified Restaurant Holdings, Inc. (the “Company”) entered into an Amendment to its Area Development Agreement with Buffalo Wild Wings, Inc., its franchisor. The Amendment grants the Company the right to develop ten additional Buffalo Wild Wings restaurants in Michigan and Florida over the next five years. As amended, the Area Development Agreements gives the Company the right and obligation to develop 42 total restaurants by 2021, 26 of which have already been completed and are in operation. In consideration of the franchisor’s grant of the additional development rights, the Company paid a one-time development fee of $62,500. A copy of the Amendment is attached as Exhibit 10.1 and incorporated herein by reference.

On August 19, 2015, the Company issued a press release announcing the Amendment, a copy of which is attached as Exhibit 99.1.

Item 9.01 Financial Statement and Exhibits

(d) The follow exhibits are included with this Report.

Exhibit 10.1        Amendment to Area Development Agreement, dated August 13, 2015

Exhibit 99.1        Press Release, dated August 19, 2015

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SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DIVERSIFIED RESTAURANT HOLDINGS, INC.
Dated:  August 19, 2015	By:	/s/ David G. Burke
	Name:	David G. Burke
	Title:	Chief Financial Officer (Principal    Financial and Accounting Officer)

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Exhibit Index

Exhibit 10.1        Amendment to Area Development Agreement, dated August 13, 2015

Exhibit 99.1        Press Release, dated August 19, 2015

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EX-10.1

BUFFALO WILD WINGS®AMENDMENT TO AREA DEVELOPMENT AGREEMENT

THIS AMENDMENT is made and entered into by and among Buffalo Wild Wings International, Inc., an Ohio corporation ("we," "us" or "Franchisor"), and AMC Wings, Inc., a Michigan corporation ("AMC", -Developer" or "you). All capitalized terms not defined in this Amendment have the meanings set forth in the Area Development Agreement (defined below). To the extent that the terms of this Amendment are inconsistent with any of the terms of the Area Development Agreement, the terms of this Amendment will supersede and govern. This Amendment is effective on the date we sign below (the "Effective Date").

RECITALS

WHEREAS, Franchisor and Developer are parties to an Area Development Agreement dated July 18, 2003, as amended December 27, 2003, March 20, 2007, November 5, 2007, December 10, 2008, and August 23, 2013 (the "ADA), pursuant to which Developer was granted the right to develop and operate thirty-two (32) BUFFALO WILD WINGS restaurants;

WHEREAS, Developer requested the right to develop ten (10) additional BUFFALO WILD WINGS restaurants under the ADA in the Development Territory as further specified in Section 4 below, for a total of forty-two (42) Restaurants; and

WHEREAS, Franchisor has agreed to this request, subject to the terms and conditions hereof.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree that the ADA is amended as follows:

1.Section 2.A of the ADA is deleted and replaced with the following:

"We grant to you, under the terms and conditions of this Agreement, the right to develop and operate forty-two (42) BUFFALO WILD WINGS Restaurants (the "Restaurants") within the territory described on Appendix A (-Development Territory")."

2.Section 3.A of the ADA is amended to include the following language:

Franchisor and Developer acknowledge and agree that Developer previously paid a Development Fee in the amount of $60,000 to Franchisor on or about July 18, 2003. Franchisor and Developer further acknowledge and agree that, Developer paid a Development Fee in the amount of $40,000 on or about March 20, 2007; a Development Fee in the amount of $25,000 on or about October 11, 2007; and a Development Fee in the amount of $31,250 on or about December 10, 2008. The initial franchise fee for stores #33- #42 is $12,500, $6,250 of which will be due at signing of each Franchise Agreement. Franchisor and Developer further acknowledge and agree that, on or before the Effective Date of the Amendment, and in consideration of the Franchisor's

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grant of rights to develop an additional ten (10) BUFFALO WILD WINGS Restaurants, Developer shall pay to Franchisor a Development Fee applicable to these ten (10) Restaurants in the amount of $62,500.

3.Appendix A attached to the ADA which contains the "Description of Development Territory" to the ADA is deleted and replaced with the following:

Territory in the Tampa, Florida area: North Boundary: Pasco County line & Hernando County Line, then eastbound on a line along Pasco County line to Sumter County Line. East Boundary: Sumter County Line/Pasco County Line southbound to Hillsborough County Line continuing south along Hillsborough County Line to Mansatee County, then continuing south along Manatee County line to Route 72. South Boundary: Route 72 westbound to Gulf of Mexico. West Boundary: Route 72 & Gulf of Mexico, then north bound along shoreline ofGulf of Mexico to Tampa Bay, then follow eastern shoreline of Tampa Bay in a NE direction to City of Tampa; follow Tampa Bay shoreline around Tampa Bay peninsula, then in a NW direction to intersection with Tampa Bay shoreline and Hillsborough County line; then northbound along Hillsborough county line to Pasco County Line eastbound to Route 41 northbound to intersection with Pasco and Hernando County line.

Territory in St. Petersburg, Florida: South of Route 688 in St. Petersburg, Florida with Tampa Bay as east boundary and Gulf of Mexico as west boundary.

Territory in Lee County, Florida: Lee County, Florida with southern boundary stopping at Exit 128 on 1-75.

Territory in Lapeer, Michigan: A four mile radius from the intersection ofM-24 and 1-69, more precisely described as Latitude 43.0244/Longitude -83.3225.

Territory in Owosso, Michigan: A six mile radius from the intersection of M-21 and M-52, more precisely described as Latitude 42.9975/Longitude -84.1367.

Territory in Adrian, Michigan: A four mile radius from the intersection ofM-34 and US-223, more precisely described as Latitude 41.88911Longitude -84.0604.

Territory in Marquette, Michigan: A three mile radius from the intersection of County Highway 492 and M-41, more precisely described as Latitude 46.5494/Longitude -87.4558.

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Territory in Sault Sainte Marie, Michigan: A three mile radius from the intersection of Larke Street and 1-75, more precisely described as Latitude 46.4629/Longitude -84.3833.

Territory in Gaylord, Michigan: A four mile radius from the intersection of 1-75and M-32, more precisely described as Latitude 45.0279/Longitude -84.6879.

Territory in Cadillac, Michigan: A three mile radius from the intersection of 34 Mile Road and US-131, more precisely described as Latitude 44.2814/Longitude -85.3885.

Territory in Alpena, Michigan: A three mile radius from the intersection ofM-32 and Bagley Street, more precisely described as Latitude 45.0616/Longitude -83.4714.

Territory in West Branch, Michigan: A four mile radius from the intersection ofl-75 and Business 1-75, more precisely described as Latitude 44.24511Longitude -84.2255.

Territory in Downtown Detroit, Michigan: Beginning at the intersection of Pallister and Rosa Parks Blvd., then east on Pallister to the intersection of Paliister and Bethune, then east on Bethune to John R, then south on John R to Mack, then east on Mack to 1-75, then south on 1-75 to 1-375, then south on 1-375 to Jefferson, then eat on Jefferson to Rivard, then south on Rivard to the waterfront, then west along the waterfront to a chord aligned with Trumbull, then north on Trumbull to Holden, then northwest on Holden to Pallister, then north on Pallister to the point of beginning.

City Limits: The Designated Territory shall also include the city limits of Belleville, Chesterfield, Flint, Grand Blanc, Traverse City, Petoskey, and Port Huron in the State of Michigan and the city limits of Lakeland in the State of Florida.

Village of Birch Run, Michigan: A seven mile radius from the intersection of Beyer Road and Main Street, more precisely described as Latitude 43.2501/Longitude -83.7827.

Territory in Tarpon Springs, FL: A three mile radius from the intersection of E Tarpon Avenue & US 19, more precisely described as Latitude 28.14609/Longitude -82.74019.

Territory in Port Richey, FL: A three mile radius from the intersection of Embassy Road and US 19, more precisely described as Latitude 28.29377/Longitude -82.70931.

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Territory in Spring Hill, FL and Brooksville, FL: A nine mile radius from the intersection of Mariner Boulevard and SR 50, more precisely described as Latitude 28.53376/Longitude -82.51152.

Territory in Iverness, FL: A three mile radius from the intersection of Main Street (SR 44) and Pleasant Grove Road, more precisely described as Latitude 28.83608/Longitude-82.35298.

Territory in Houghton, MI: A three mile radius from the intersection of Huron Street and Razorback Drive, more precisely described as Latitude 47.10777/Longitude-88.58648.

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4.The table in Appendix Bto the ADA, which contains the Development Schedule, is deleted and replaced with the following:

Restaurant Number	Restaurant Type	Date by Which Franchise Agreement Must be Signed and Site Approval Request Must be Submitted to us	Date by Which the Restaurant Must be Opened and Continuously Operating for Business in the Territory	Cumulative number of Restaurants Required to be Open and Continuously Operating fro Business in the Development Territory as of the Date in Preceding Column
1	Free Standing	Date of Agreement	July 1, 2004	1
2	End Cap	August 1, 2004	July 1, 2005	2
3	End Cap	August 1, 2005	May 1, 2006	3
4	End Cap	March 1, 2006	May 1, 2007	4
5	End Cap	August 1, 2006	September 1, 2007	5
6	TBD	March 1, 2007	November 1, 2007	6
7	TBD	August 1, 2007	March 1, 2008	7
8	TBD	March 1, 2008	November 1, 2008	8
9	TBD	August 1, 2008	March 1, 2009	9
10	TBD	March 1, 2009	November 1, 2009	10
11	TBD	September 1, 2009	May 1, 2010	11
12	TBD	March 1, 2010	November 1, 2010	12
13	TBD	September 1, 2010	May 1, 2011	13
14	TBD	March 1, 2011	November 1, 2011	14
15	TBD	August 1, 2011	April 1, 2012	15
16	TBD	December 1, 2011	August 1, 2012	16
17	TBD	March 1, 2012	November 1, 2012	17
18	TBD	August 1, 2012	April 1, 2013	18
19	TBD	December 1, 2012	August 1, 2013	19
20	TBD	March 1, 2013	November 1, 2013	20
21	TBD	August 1, 2013	April 1, 2014	21
22	TBD	December 1, 2013	August 1, 2014	22
23	TBD	March 1, 2014	November 1, 2014	23
24	TBD	August 1, 2014	April 1, 2015	24
25	TBD	December 1, 2014	August 1, 2015	25
26	TBD	March 1, 2015	November 1, 2015	26
27	TBD	August 1, 2015	April 1, 2016	27
28	TBD	December 1, 2105	August 1, 2016	28

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29	TBD	March 1, 2016	November 1, 2016	29
30	TBD	August 1, 2016	April 1, 2017	30
31	TBD	December 1, 2016	August 1, 2017	31
32	TBD	March 1, 2017	November 1, 2017	32
33	TBD	August 1, 2017	April 1, 2018	33
34	TBD	December 1, 2017	August 1, 1, 2018	34
35	TBD	March 1, 2018	November 1, 2018	35
36	TBD	August 1, 2018	April 1, 2019	36
37	TBD	December 1, 2018	August 1, 2019	37
38	TBD	March 1, 2019	November 1, 2019	38
39	TBD	August 1, 2019	April 1, 2020	39
40	TBD	December 1, 2019	August 1, 2020	40
41	TBD	March 1, 2020	November 1, 2020	41
42	TBD	August 1, 2020	April 1, 2021	42

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5.Effect.Except as expressly modified herein, the terms of the ADA control.

DEVELOPER:	US:
AMC WINGS, INC.	BUFFALO WILD WINGS INTERNATIONAL, INC.
Date: August 13, 2015	Date:August 13, 2015
/s/ T. Michael Ansley	/s/ Sally J. Wold
By:    Diversified Restaurant Holdings, Inc.	By:     Sally J. Wold
As Sole Shareholder of AMC Wings, Inc.	Its:     President & CEO
Its:     President & CEO, T. Michael Ansley
	Effective Date: August 13, 2015

AMC WINGS, INC.    

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EX-99.1

Press Release

Diversified Restaurant Holdings, Inc. Announces Amended Area Development Agreement for Ten Additional Buffalo Wild Wings Restaurants in Michigan and Florida

SOUTHFIELD, Mich., August 19, 2015 (GLOBE NEWSWIRE) -- Diversified Restaurant Holdings, Inc. (Nasdaq: BAGR) ("DRH" or the "Company"), the creator, developer and operator of the unique, full-service, ultra-casual restaurant and bar Bagger Dave's Burger Tavern® ("Bagger Dave's") and one of the largest franchisees for Buffalo Wild Wings® ("BWW"), announced today that it has signed an amended area development agreement with Buffalo Wild Wings Inc. to open ten additional Buffalo Wild Wings restaurants in Michigan and Florida over the next five years. DRH currently operates 20 BWW restaurants in Michigan and 15 in Florida, and a total of 62 BWW restaurants across five states.

This year, DRH has opened two BWW restaurants in Wesley Chapel, Florida and Adrian, Michigan and will be opening one additional BWW restaurant in St Petersburg, Florida later this year. The Company has also recently acquired 18 existing BBW locations in the St. Louis, Missouri area. By year-end 2015, DRH’s portfolio of BWW restaurants is expected to consist of 63 locations across five states -- Florida, Illinois, Indiana, Michigan, and Missouri.

Michael Ansley, President and CEO of DRH, commented, "DRH is already one of the leading franchisees within the BWW system and we are excited to be extending and strengthening our commitment to this highly-differentiated brand through an amended area development agreement. Today’s announcement not only enables us to participate in BWW’s significant growth opportunities but also provides our shareholders with greater visibility into our own BWW development plans over the near-to-medium term. Inclusive of this agreement, DRH is now slated to open a total of 16 new BWW restaurants through 2020, up from six previously through 2017. This does not include expansion opportunities in the recently acquired St. Louis market.”

About Diversified Restaurant Holdings

Diversified Restaurant Holdings, Inc. (Nasdaq: BAGR) ("DRH" or the "Company") owns and operates Bagger Dave's Burger Tavern, a full-service, family-friendly restaurant and full bar with a casual, comfortable atmosphere specializing in custom-built, proprietary, fresh prime rib recipe burgers, all-natural turkey burgers, hand-cut fries, locally crafted beers on draft, hand-dipped milk shakes, salads, black bean turkey chili, and much more. There are currently 23 company-owned Bagger Dave's restaurants in Michigan and Indiana. For more information, visit www.baggerdaves.com.

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The Company also operates 62 Buffalo Wild Wings Grill & Bar franchised restaurants in Indiana, Illinois, Michigan, Missouri and Florida.

The Company routinely posts news and other important information on its website at

www.diversifiedrestaurantholdings.com.

Safe Harbor Statement

The information made available in this news release contains forward-looking statements which reflect DRH's current view of future events, results of operations, cash flows, performance, business prospects and opportunities. Wherever used, the words "anticipate," "believe," "expect," "intend," "plan," "project," "will continue," "will likely result," "may," and similar expressions identify forward-looking statements as such term is defined in the Securities Exchange Act of 1934. Any such forward-looking statements are subject to risks and uncertainties and the Company's actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities could differ materially from historical results or current expectations. Some of these risks include, without limitation, the impact of economic and industry conditions, competition, food and drug safety issues, store expansion and remodeling, labor relations issues, costs of providing employee benefits, regulatory matters, legal and administrative proceedings, information technology, security, severe weather, natural disasters, accounting matters, other risk factors relating to our business or industry and other risks detailed from time to time in the Securities and Exchange Commission filings of DRH. Forward-looking statements contained herein speak only as of the date made and, thus, DRH undertakes no obligation to update or publicly announce the revision of any of the forward-looking statements contained herein to reflect new information, future events, developments or changed circumstances or for any other reason.

CONTACT: For more information contact:

Investor Relations Contact:

Raphael Gross

ICR Inc.

203.682.8253

raphael.gross@icrinc.com

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