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)
September 24, 2012
Good Times Restaurants Inc.
(Exact name of registrant as specified in its charter)
Nevada	000-18590	84-1133368
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification
incorporation)		No.)
601 Corporate Circle, Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (303) 384-1400
Not applicable
(Former name or former address, if changed since last report.)
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.):

⃞ 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))

Item 8.01 Other Events.

On September 24, 2012, Good Times Restaurants Inc. (the “Company”) issued a press release announcing that it has received shareholder approval for the closing scheduled this week of the previously announced $2 million convertible preferred stock transaction with Small Island Investments, Ltd.  The shareholder vote approving the transaction was previously reported by the Company on a Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2012.

Following the closing, the Company’s net equity will exceed the required minimum of $2.5 million for continued listing on the Nasdaq Capital Market.

The Company intends to use the proceeds of the transaction to repay all remaining bank debt and to increase its working capital position as it continues to evaluate acquisition and growth opportunities.

A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.  The following exhibits are filed as part of this report:

Exhibit Number	Description
99.1	Company Press Release dated September 24, 2012.

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.

		GOOD TIMES RESTAURANTS INC.
Date:	September 24, 2012	/s/ Boyd E. Hoback
		Boyd E. Hoback
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

Good Times Restaurants Inc. Announces Completion of $2m Convertible Preferred Stock Purchase Agreement Requirements

GOLDEN, Colo.--(BUSINESS WIRE)--September 24, 2012--Good Times Restaurants Inc. (Nasdaq:GTIM) announced today it has received shareholder approval for the closing scheduled this week of the previously announced $2 million convertible preferred stock transaction with Small Island Investments, Ltd. Following the closing, the Company’s net equity will exceed the required minimum of $2.5 million for continued listing on the Nasdaq Capital Market.

The Company intends to use the proceeds of the transaction to repay all remaining bank debt and to increase its working capital position as it continues to evaluate acquisition and growth opportunities.

Good Times is a regional chain of quick service restaurants located primarily in Colorado providing a menu of high quality all natural hamburgers, 100% breast of chicken sandwiches, fresh frozen custard, fresh lemonades and other unique offerings. Good Times currently operates and franchises 41 restaurants.

This press release contains forward looking statements within the meaning of federal securities laws. The words “intend,” “may,” “believe,” “will,” “should,” “anticipate,” “expect,” “seek” and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, which may cause Good Times’ actual results to differ materially from results expressed or implied by the forward looking statements. These risks include such factors as the uncertain nature of current restaurant development plans and the ability to implement those plans, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the “Risk Factors” section of Good Times’ Annual Report on Form 10-K for the fiscal year ended September 30, 2011 filed with the SEC. Although Good Times may from time to time voluntarily update its forward looking statements, it disclaims any commitment to do so except as required by securities laws.

CONTACT:
Good Times Restaurants Inc.
Investor Relations Contacts:
Boyd E. Hoback, 303/384-1411
President and CEO
or
Christi Pennington, 303/384-1440
Executive Assistant