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): February 9, 2018

GENERATION NEXT FRANCHISE BRANDS, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-177305	45-2511250
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2620 Financial Court, Suite 100, Diego, California 92117

(Address of Principal Executive Offices)

858-210-4200

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:

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

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

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

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

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

(b) On February 9, 2018, Steven Finley informed Generation Next Franchise Brands, Inc. (the “Company”) of his intention to resign from the Company’s Board of Directors (the “Board”) effective February 9, 2018. Mr. Finley’s resignation is due to employment restrictions established by his current employer, Morgan Stanley and not as a result of any disagreement between himself and the Company, its management, board of directors or any committee of the Board.

The Board has not yet determined whether or who to name as a new director to replace Mr. Finley on the Board.

Item 7.01 Regulation FD Disclosure.

The Company is releasing a six-month historical and projected growth rate to selected media outlets. A copy of the projection being released is being furnished herewith as Exhibit 99.2. The Company may use the projections from time-to-time in conversations with analysts, investors and others.

The presentation is furnished by the Company pursuant to Item 7.01 of Form 8-K and will not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

The information contained in Exhibit 99.2 is summary information that is intended to be considered in the context of the Company’s filings with the Securities and Exchange Commission (“SEC”) and other public announcements that the Company may make from time to time, by press release or otherwise. The Company undertakes no duty or obligation to publicly update or revise the information contained in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosure.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1	Resignation Letter, dated February 9, 2018.
99.2	Financial Data, dated February 9, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Generation Next Franchise Brands, Inc.
Date: February 9, 2018	By:	/s/ Arthur Budman
		Arthur Budman
		Chief Executive Officer and Chief Financial Officer

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EX-99.1

EXHIBIT 99.1

RESIGNATION LETTER

February 9, 2018

The Board of Directors

Generation NEXT Franchise Brands, Inc.

2620 Financial Court, Suite 100

San Diego, California 92117

Dear Nicholas Yates:

I hereby tender my resignation as a member of the board of directors of Generation NEXT Franchise Brands, Inc. (the “Company”), effective February 9, 2018.

Please note that my resignation not as a result of any disagreement between myself and the Company, its management, board of directors or any committee of the board of directors.

Sincerely,

Steven Finley

EX-99.2

EXHIBIT 99.2

As of February 9, 2018, Generation NEXT Franchise Brands, Inc. (the “Company”) is providing the below information to Ketchum. The projections set forth below are the Company’s assessments as of the date of this correspondence only and the projections are qualified by the Disclaimer and Safe Harbor set forth herein.

Company’s rate of growth over last six months: 94%

Company’s projected rate of growth over the next six months – projected: 175% (based on 80 units per month)

Disclaimer and Safe Harbor

This correspondence contains forward-looking statements with respect to the expected financial performance Generation NEXT Franchise Brands, Inc. as well as its subsidiaries (collectively, the “Companies”, “we” and “our”).

The Companies base these forward-looking statements on their current expectations, estimates and projections about future events and the industry in which they operate using information currently available to them. Actual results could differ materially from those discussed in, or implied by, these forward-looking statements. Forward-looking statements are identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimates,” variations of such words and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements.

Factors that could cause actual results to differ from those implied by the forward-looking statements contained in this correspondence, including, but not limited to those set forth below, are set forth in our fillings with the Securities and Exchange Commission (“SEC”), including our most recent Annual Report on Form 10-K for the year ended June 30, 2017, our subsequent Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K:

· changes in consumer behavior, including changes in spending behavior and changes in when, where and how food products are consumed;

· the popularity of the Companies’ product;

· changes in the Companies’ plans, initiatives and strategies, and consumer acceptance thereof;

· the ability of the Companies’ manufacturer to complete and deliver on a timely basis, the Companies’ products; and

· the failure to meet earnings expectations.

We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect (i) our results, performance or achievements of the Companies as a whole or (ii) the results, performance or achievements of each individual frozen yogurt vending robot. The reader is cautioned against undue reliance on these forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized.

The inclusion of such forward-looking statements should not be regarded as a representation by the Companies or any other person that the future events, plans or expectations contemplated by the Companies or a frozen yogurt vending robot will be achieved. We note that past performance in operations, other frozen yogurt vending robots, and share price are not necessarily predictive of future performance of our operation or our frozen yogurt vending robots. We disclaim any intention and assume no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.