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)
April 28, 2015
Good Times Restaurants Inc.
(Exact name of registrant as specified in its charter)
Nevada	000-18590	84-1133368
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
141 Union Blvd., Suite 400, Lakewood, Colorado 80228
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (303) 384-1400
(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.):

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 8.01.            Other Events.

On April 28, 2015, Good Times Restaurants Inc. issued a press release announcing that it has commenced an underwritten public offering of its common stock.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.            Financial Statements and Exhibits.

(d) Exhibits.

Number	Description
99.1	Press release of Good Times Restaurants Inc. issued on April 28, 2015 titled Good Times Restaurants Inc. Announces Public Offering of Common Stock

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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:  April 28, 2015	By:	/s/ Boyd E. Hoback
		Boyd E. Hoback
		President and Chief Executive Officer

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EXHIBIT INDEX

Number	Description
99.1	Press release of Good Times Restaurants Inc. issued on April 28, 2015 titled Good Times Restaurants Inc. Announces Public Offering of Common Stock

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EX-99.1

Exhibit 99.1

                                      

FOR IMMEDIATE RELEASE

April 28, 2015

Good Times Restaurants Inc. Announces Public Offering of Common Stock

Golden, CO., April 28, 2015 Good Times Restaurants Inc. (NASDAQ: GTIM), owner of Good Times Burgers & Frozen Custard, a regional quick-service restaurant chain focused on fresh, high quality, all natural products and a licensee of Bad Daddy’s Burger Bar, a full service, upscale concept, announced today that it has commenced an underwritten registered public offering of up to 2,375,000 shares of its common stock. All shares are being offered by the Company. As part of the proposed offering, the Company has granted the underwriters a 30-day option to purchase up to 356,250 additional shares. The offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering. The Company plans to use the proceeds received from the offering together with cash on hand for the acquisition of Bad Daddy’s International, LLC and to fund additional development of Good Times Burgers & Frozen Custard restaurants and Bad Daddy’s Burger Bar restaurants.

Janney Montgomery Scott and Stephens, Inc. are acting as joint book-running managers and Dougherty & Company is acting as lead manager for the offering.

The offering is being made pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission. Shares of the Company’s common stock will be offered only pursuant to a prospectus and prospectus supplement that form a part of the registration statement, which are available on the SEC’s website www.sec.gov. A printed copy of the prospectus and prospectus supplement relating to the offering may be obtained by contacting Janney Montgomery Scott, c/o Equity Syndicate, 60 State Street, 35th Floor, Boston, MA  02109, by telephone at 617-557-2971 or by e-mail at prospectus@janney.com; Stephens Inc., c/o The Prospectus Department, by telephone at 501-377-2131 or by e-mail at prospectus@stephens.com; or Dougherty & Company c/o Equity Syndicate, by telephone at 612-317-2152.

This release shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

About Good Times Restaurants Inc.: Good Times Restaurants Inc. (GTIM) operates Good Times Burgers & Frozen Custard, a regional chain of quick service restaurants located primarily in Colorado, in its wholly owned subsidiary, Good Times Drive Thru Inc.  Good Times provides a menu of high quality all natural hamburgers, 100% all natural chicken tenderloins, fresh frozen custard, fresh cut fries, fresh lemonades and other unique offerings.  Good Times currently operates and franchises 37 restaurants.

GTIM owns and operates Bad Daddy’s Burger Bar restaurants as a licensee through its wholly owned subsidiary, BD of Colorado LLC and plans to franchise Bad Daddy’s Burger Bar restaurants through its 48% ownership of Bad Daddy’s Franchise Development LLC.  Bad Daddy’s Burger Bar is a full service, upscale, “small box” restaurant concept featuring a chef driven menu of gourmet signature burgers, chopped salads, appetizers and sandwiches with a full bar and a focus on a selection of craft microbrew beers in a high energy atmosphere that appeals to a broad consumer base.

Good Times Forward Looking Statements: 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 the Company’s 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-A for the fiscal year ended September 30, 2014 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.

INVESTOR RELATIONS CONTACTS:

Boyd E. Hoback, President and CEO, (303) 384-1411

Christi Pennington, (303) 384-1440

Mike Porter: Porter, LeVay & Rose (212) 564-4700