STKS / The ONE Group Hospitality, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 29, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

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 5, 2025 THE ONE GROUP HOSP

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 5, 2025 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

The ONE Group Reports Second Quarter 2025 Financial Results Revenues Increased 20% to $207.4 Million Benihana Same Store Sales Increased 0.4% and STK Transactions Increased 2.8%

Exhibit 99.1 The ONE Group Reports Second Quarter 2025 Financial Results Revenues Increased 20% to $207.4 Million Benihana Same Store Sales Increased 0.4% and STK Transactions Increased 2.8% Denver, CO – (BUSINESS WIRE) – August 5, 2025 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the second quarter ended June 29, 2025

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): May 20, 2025 THE ONE GROUP HOSPIT

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): May 20, 2025 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

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): May 7, 2025 THE ONE GROUP HOSPITA

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): May 7, 2025 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

The ONE Group Reports First Quarter 2025 Financial Results Revenues Increased 148.4% to $211.1 Million Benihana Same Store Sales Increased 0.7% and STK Transactions Increased 4.1%

Exhibit 99.1 The ONE Group Reports First Quarter 2025 Financial Results Revenues Increased 148.4% to $211.1 Million Benihana Same Store Sales Increased 0.7% and STK Transactions Increased 4.1% Denver, CO – (BUSINESS WIRE) – May 7, 2025 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the first quarter ended March 30, 2025.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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 29, 2025 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES 9401415 Canada Ltd. Canada Asellina Marks LLC Delaware Basement Manager, LLC New York Benihana Addison Corp. Florida Benihana Bethesda Corp. New York Benihana Bloomington Corp. Delaware Benihana Boca Raton Corp. Florida Benihana Brickell Station Corp. Delaware Benihana Broomfield Corp. Delaware Benihana Carlsbad Corp. Delaware Benihana Carson Concession Corp. Flor

The ONE Group Reports Fourth Quarter and Full Year 2024 Financial Results Quarterly and Annual Revenue Increased 146.7% and 102.3%, Respectively

Exhibit 99.1 The ONE Group Reports Fourth Quarter and Full Year 2024 Financial Results Quarterly and Annual Revenue Increased 146.7% and 102.3%, Respectively Denver, CO – (BUSINESS WIRE) – March 10, 2025 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the fourth quarter and full year ended December 31, 2024. Highlights fo

Description of securities registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 4.13 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The ONE Group Hospitality, Inc. (the “Company,” “us,” “we,” or “our”) is authorized to issue up to 75,000,000 shares of common stock, par value $0.0001 per share (“Common Stock”), and 10,000,000 shares of preferred stock, par value $0.0001 per share. The following description of our capital st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-37379 The ONE Group Hospitality, Inc

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 10, 2025 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

The ONE Group Hospitality, Inc. Insider Trading Policy

Exhibit 19.1 THE ONE GROUP HOSPITALITY, INC. INSIDER TRADING POLICY TABLE OF CONTENTS Page I. The Need for an Insider Trading Policy 2 II. What is Material Non-Public Information? 2 III. The Consequences of Insider Trading 4 IV. Our Policy 5 General Prohibition on Trading 5 Transactions by Family Members, Others in Your Household and Entities You Control 5 Other Companies’ Non-public Information 5

The ONE Group Reports Preliminary Fourth Quarter and Full Year 2024 Sales Results Revenues Expected to Increase 145% to $221.0 Million for the Fourth Quarter Participating at the 27th Annual ICR Conference Beginning with a Fireside Chat at 11:00 AM E

Exhibit 99.1 The ONE Group Reports Preliminary Fourth Quarter and Full Year 2024 Sales Results Revenues Expected to Increase 145% to $221.0 Million for the Fourth Quarter Participating at the 27th Annual ICR Conference Beginning with a Fireside Chat at 11:00 AM ET Today Denver, CO - (BUSINESS WIRE) - January 13, 2025 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STK

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): January 13, 2025 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

First Amendment to Credit and Guaranty Agreement dated July 24, 2024 between The ONE Group, LLC, certain other parties, and Deutsche Bank AG New York Branch, as administrative agent for the lenders

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Agreement”), dated as of July 24, 2024, entered into among THE ONE GROUP, LLC, a Delaware limited liability company (the “Borrower”), THE ONE GROUP HOSPITALITY, INC., a Delaware corporation (“Holdings”), each Lender executing this Agreement as a “Lender” on the signature pages hereto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

The ONE Group Reports Third Quarter 2024 Financial Results Increased Revenue by 152% to $194 Million Supported by Effective Cost Management Implemented $19 Million in Annual Savings to be Realized Over Next Year, Total of $20 Million Over Next Two Ye

Exhibit 99.1 The ONE Group Reports Third Quarter 2024 Financial Results Increased Revenue by 152% to $194 Million Supported by Effective Cost Management Implemented $19 Million in Annual Savings to be Realized Over Next Year, Total of $20 Million Over Next Two Years Focused on Next Phase of Company-Owned Growth and Asset Light Development Prioritizing Free Cash Flow Generation, Balance Sheet Flexi

October 30, 2024

October 30, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

October 4, 2024

October 4, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, NE Washington, D.

Other Events

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 12, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

August 9, 2024

August 9, 2024 Office of Trade & Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Re: The ONE Group Hospitality, Inc. Registration Statement on Form S-3 Filed August 2, 2024 File No. 333-281206 Request for Acceleration Ladies and Gentlemen: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, The

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

The ONE Group Reports Second Quarter 2024 Financial Results Completed Acquisition of Benihana and RA Sushi in May Increased Revenue to $172.5 Million or 107%

Exhibit 99.1 The ONE Group Reports Second Quarter 2024 Financial Results Completed Acquisition of Benihana and RA Sushi in May Increased Revenue to $172.5 Million or 107% Denver, CO – (BUSINESS WIRE) – August 6, 2024 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the second quarter ended June 30, 2024. Highlights for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

As filed with the Securities and Exchange Commission on August 2, 2024

As filed with the Securities and Exchange Commission on August 2, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) The ONE Group Hospitality, Inc.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On May 1, 2024, The ONE Group Hospitality, Inc. (the “Company” or “The ONE Group”) acquired 100% of the issued and outstanding equity interests of Safflower Holdings Corp. from Safflower Holdings LLC, for $365.0 million in cash, subject to customary adjustments for pre-closing estimates for indebtedness, cash, net working ca

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number

Independent Auditor’s Report

Table of Contents Exhibit 99.1 Benihana Inc. and Subsidiaries Consolidated Financial Statements as of and for the Fiscal Years Ended March 31, 2024, and March 26, 2023, and Independent Auditor’s Report Table of Contents BENIHANA INC. AND SUBSIDIARIES TABLE OF CONTENTS Page INDEPENDENT AUDITOR’S REPORT 2 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEARS ENDED MARCH 31, 2024, AND MARC

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) The ONE Group Hospitality, Inc.

As filed with the Securities and Exchange Commission on June 7, 2024

As filed with the Securities and Exchange Commission on June 7, 2024 Registration No.

Submission of Matters to a Vote of Security Holders

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): May 21, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

Joint Filing Agreement by and among HPC III Kaizen LP, Hill Path Capital Partners III GP LLC, Hill Path Investment Holdings III LLC, Hill Path Capital LP, Hill Path Holdings LLC and Scott I. Ross, dated May 8, 2024.

EX-99.6 2 d806619dex996.htm EX-99.6 Exhibit 99.6 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share, of The ONE

STKS / The ONE Group Hospitality, Inc. / Hill Path Capital LP - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

The ONE Group Reports First Quarter 2024 Financial Results Grows Revenue 3.0% and Opens STK Washington DC During the Quarter Completed Acquisition of Safflower Holdings Corp., the Owner of Benihana Inc. on May 1st Updates 2024 Targets to Include Acqu

Exhibit 99.1 The ONE Group Reports First Quarter 2024 Financial Results Grows Revenue 3.0% and Opens STK Washington DC During the Quarter Completed Acquisition of Safflower Holdings Corp., the Owner of Benihana Inc. on May 1st Updates 2024 Targets to Include Acquisition Denver, CO – (BUSINESS WIRE) – May 7, 2024 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) to

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 7, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): May 1, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

Warrant Certificate No. A-5, dated May 1, 2024, issued by the Company to HPS Corporate Capital Solutions Fund (Incorporated by reference to the Closing 8-K).

Exhibit 4.5 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Warrant Certificate No. B-4, dated May 1, 2024, issued by the Company to HPS Corporate Lending Fund (Incorporated by reference to the Closing 8-K).

Exhibit 4.9 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Credit Agreement dated May 1 2024 with Deutsche Bank AG New York Branch, HPS Investment Partners, LLC, HG Vora Capital Management, LLC and certain of their respective affiliates and subsidiaries.*

Exhibit 10.1 Execution Version CREDIT AGREEMENT Dated as of May 1, 2024 THE ONE GROUP, LLC, as the Borrower, THE ONE GROUP HOSPITALITY, INC., as Holdings, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent, and THE LENDERS AND ISSUING BANKS PARTY HERETO FROM TIME TO TIME, and DEUTSCHE BANK SECURITIES INC. and HPS INVESTMENT PARTNERS, LLC, as Lead Arrangers Table of Contents Page ARTICLE I D

Warrant Certificate No. B-3, dated May 1, 2024, issued by the Company to SSOF II BH US Subsidiary, L.P. (Incorporated by reference to the Closing 8-K).

Exhibit 4.8 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Registration Rights Agreement dated May 1, 2024 by and among the Company, HPC III Kaizen L.P., HPS Special Situations Opportunity Fund II, L.P., SSOF II BH US Subsidiary, L.P., HPS Corporate Lending Fund and HPS Corporate Capital Solutions Fund (Incorporated by reference to the Closing 8-K).

Exhibit 4.11 REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE ONE GROUP HOSPITALITY, INC. HPC III KAIZEN LP AND THE HPS INVESTORS (AS DEFINED HEREIN) Dated as of May 1, 2024 TABLE OF CONTENTS Page Article I Resale Shelf Registration 1 Section 1.1 Resale Shelf Registration Statement 1 Section 1.2 Effectiveness Period 2 Section 1.3 Subsequent Shelf Registration 2 Section 1.4 Supplements and Amendments

Warrant Certificate No. A-1, dated May 1, 2024, issued by the Company to HPC III Kaizen LP (Incorporated by reference to the Closing 8-K).

Exhibit 4.1 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Warrant Certificate No. B-5, dated May 1, 2024, issued by the Company to HPS Corporate Capital Solutions Fund (Incorporated by reference to the Closing 8-K).

Exhibit 4.10 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

Warrant Certificate No. B-1, dated May 1, 2024, issued by the Company to HPC III Kaizen L.P. (Incorporated by reference to the Closing 8-K).

Exhibit 4.6 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Warrant Certificate No. A-3, dated May 1, 2024, issued by the Company to SSOF II BH US Subsidiary, L.P. (Incorporated by reference to the Closing 8-K).

Exhibit 4.3 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Certificate of Designations of Series A Preferred Stock (Incorporated by reference to Form 8-K filed on May 1, 2024).

Exhibit 3.1 The ONE Group Hospitality, Inc. Certificate of Designations of Series A Preferred Stock TABLE OF CONTENTS Page Section 1. Definitions 1 Section 2. Rules of Construction 10 Section 3. The Preferred Stock 11 (a) Designation; Par Value 11 (b) Number of Authorized Shares 11 (c) Form, Dating and Denominations 11 (d) Execution, Countersignature and Delivery 12 (e) Method of Payment; Delay Wh

Warrant Certificate No. A-4, dated May 1, 2024, issued by the Company to HPS Corporate Lending Fund (Incorporated by reference to the Closing 8-K).

Exhibit 4.4 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Amendment No. 1 to Stock Purchase Agreement dated April 29, 2024 between Safflower Holdings LLC, Safflower Holdings Corp., TOG Kaizen Acquisition, LLC and The ONE Group Hospitality, Inc. (Incorporated by reference to the Closing 8-K).

Exhibit 10.2 Execution Version AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (this “Amendment”) is entered into as of April 29, 2024, by and among Safflower Holdings LLC, a Delaware limited liability company (“Seller”); Safflower Holdings Corp., a Delaware corporation (the “Company”); TOG Kaizen Acquisition, LLC, a Delaware limited liability company a

The ONE Group Hospitality, Inc. Completes Acquisition of Owner of Benihana First Quarter 2024 Earnings Conference Call and Webcast Scheduled for May 7, 2024 at 4:30 PM ET

Exhibit 99.1 The ONE Group Hospitality, Inc. Completes Acquisition of Owner of Benihana First Quarter 2024 Earnings Conference Call and Webcast Scheduled for May 7, 2024 at 4:30 PM ET DENVER – May 1, 2024 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS), today announced it has completed its previously announced acquisition of Safflower Holdings Corp., the owner o

Warrant Certificate No. B-2, dated May 1, 2024, issued by the Company to HPS Special Situations Opportunity Fund II, L.P. (Incorporated by reference to the Closing 8-K).

Exhibit 4.7 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Warrant Certificate No. A-2, dated May 1, 2024, issued by the Company to HPS Special Situations Opportunity Fund II, L.P. (Incorporated by reference to the Closing 8-K).

Exhibit 4.2 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 2, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number

Form of Stock Option Grant Notice (2019 Equity Incentive Plan)

Exhibit 10.1 Option No. THE ONE GROUP HOSPITALITY, INC. Stock Option Grant Notice Stock Option Grant under the Company’s 2019 Equity Incentive Plan 1. Name and Address of “Participant”: 2. Date of Option Grant: 3. Type of Grant: 4. Maximum Number of Shares for which this Option is exercisable 5. Exercise (purchase) price per share: 6. Option Expiration Date: 7. Vesting Start Date: 8. Vesting Sched

Form of Penny Warrant.

Exhibit 10.4 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

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): March 26, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

Stock Purchase Agreement dated March 26, 2024 between Safflower Holdings LLC, Safflower Holdings Corp., TOG Kaizen Acquisition, LLC and The ONE Group Hospitality, Inc. (Incorporated by reference to Form 8-K filed on March 26, 2024).

Exhibit 10.1 STOCK PURCHASE AGREEMENT by and among SAFFLOWER HOLDINGS LLC, as Seller SAFFLOWER HOLDINGS CORP., as the Company TOG KAIZEN ACQUISITION, LLC, as Buyer and THE ONE GROUP HOSPITALITY, INC., as Parent Dated as of March 26, 2024 NOTE TO EXHIBIT: The schedules and exhibits to this Stock Purchase Agreement, including the Disclosure Schedules, are not filed herewith. The Company agrees to fu

Investment Agreement dated March 26, 2024 between The ONE Group Hospitality, Inc., HPS Investment Partners, LLC and HPC III Kaizen LP (Incorporated by reference to Form 8-K filed on March 26, 2024).

Exhibit 10.2 INVESTMENT AGREEMENT by and among THE ONE GROUP HOSPITALITY, INC., HPC III KAIZEN LP and HPS INVESTMENT PARTNERS, LLC Dated as of March 26, 2024 NOTE TO EXHIBIT: Certain exhibits and schedules to this Investment Agreement are not filed herewith. The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request. Explanatory Note: The Investm

Form of Registration Rights Agreement.

Exhibit 10.6 REGISTRATION RIGHTS AGREEMENT BY AND AMONG THE ONE GROUP HOSPITALITY, INC. HPC III KAIZEN LP AND HPS INVESTMENT PARTNERS, LLC Dated as of [●], 2024 TABLE OF CONTENTS Page Article I Resale Shelf Registration‌1 Section 1.1Resale Shelf Registration Statement‌1 Section 1.2Effectiveness Period‌2 Section 1.3Subsequent Shelf Registration‌2 Section 1.4Supplements and Amendments‌2 Section 1.5S

The ONE Group Hospitality, Inc. to Acquire Owner of Benihana Creates a scaled platform and further enables The ONE Group to diversify and strengthen its industry leading portfolio of world-class, experiential restaurant concepts Transaction adds $514

Exhibit 99.1 The ONE Group Hospitality, Inc. to Acquire Owner of Benihana Creates a scaled platform and further enables The ONE Group to diversify and strengthen its industry leading portfolio of world-class, experiential restaurant concepts Transaction adds $514 million in trailing twelve months revenue and significant incremental annualized EBITDA Combined business will generate meaningful free

Form of Certificate of Designation.

Exhibit 10.3 Form of The ONE Group Hospitality, Inc. Certificate of Designations of Series A Preferred Stock Table of Contents Page Section 1.Definitions‌1 Section 2.Rules of Construction‌10 Section 3.The Preferred Stock‌11 (a)Designation; Par Value‌11 (b)Number of Authorized Shares‌11 (c)Form, Dating and Denominations‌11 (d)Execution, Countersignature and Delivery‌12 (e)Method of Payment; Delay W

Forward-looking Statements 2 Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including with r

Exhibit 99.2 The ONE Group to Acquire Owner of Benihana Forward-looking Statements 2 Forward-Looking Statements This presentation includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including with respect to restaurant openings, run-rate adjustments, certain financial results and expected sy

Form of Market Warrant.

Exhibit 10.5 THE OFFER AND SALE OF THE SECURITIES (INCLUDING THE SHARES OF COMMON STOCK THAT MAY BE PURCHASED HEREUNDER) REPRESENTED BY THIS WARRANT (1) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION, (2) MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI

STKS / The ONE Group Hospitality, Inc. / Philotimo Fund, LP - AMENDMENT NO. 9 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 9)1 The ONE Group Hospitality, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88338K103 (CUSIP Number) MR.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-37379 The ONE Group Hospitality, Inc

he ONE Group Hospitality, Inc. Clawback Policy (Incorporated by reference to Form 10-K filed on March 14, 2024).

THE ONE GROUP HOSPITALITY, INC. CLAWBACK POLICY 1.Introduction. The Board of Directors (the “Board”) of The One Group Hospitality, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 14, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES The ONE Group, LLC Delaware Little West 12th, LLC Delaware Basement Manager, LLC New York JEC II, LLC New York MPD Space Events, LLC New York ONE 29 Park Management, LLC New York STK Midtown Holdings, LLC New York STK Midtown, LLC New York ONE Marks, LLC Delaware Asellina Marks, LLC Delaware WSATOG, LLC Delaware STK Miami, LLC Florida STK Miami Service, LLC Florid

The ONE Group Reports Fourth Quarter 2023 and Full Year 2023 Financial Results Grows Revenue and Adjusted EBITDA in the Quarter Opens Four Restaurants in the Quarter; Introduces 2024 Targets and Authorizes Additional Share Repurchase

Exhibit 99.1 The ONE Group Reports Fourth Quarter 2023 and Full Year 2023 Financial Results Grows Revenue and Adjusted EBITDA in the Quarter Opens Four Restaurants in the Quarter; Introduces 2024 Targets and Authorizes Additional Share Repurchase Denver, CO – (BUSINESS WIRE) – March 14, 2024 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its fina

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): January 8, 2024 THE ONE GROUP HOS

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): January 8, 2024 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

The ONE Group Reports Third Quarter 2023 Financial Results

Exhibit 99.1 The ONE Group Reports Third Quarter 2023 Financial Results Denver, CO – (BUSINESS WIRE) – November 7, 2023 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the third quarter ended September 30, 2023. Highlights for the third quarter compared to the same quarter in 2022 are as follows: ● Total GAAP revenues inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 3, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

The ONE Group Reports Second Quarter 2023 Financial Results Opens Kona Grill in Riverton, UT To Participate in Three Upcoming Investor Conferences

Exhibit 99.1 The ONE Group Reports Second Quarter 2023 Financial Results Opens Kona Grill in Riverton, UT To Participate in Three Upcoming Investor Conferences Denver, CO – (BUSINESS WIRE) – August 3, 2023 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the second quarter ended June 30, 2023. Highlights for the second qua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

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): June 13, 2023 THE ONE GROUP HOSPI

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): June 13, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number

Submission of Matters to a Vote of Security Holders

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): May 17, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Commi

The ONE Group Reports First Quarter 2023 Financial Results Achieved an 11.3% Increase in Revenues Reaffirms 2023 Targets, Including Eight to Twelve New Venues

Exhibit 99.1 The ONE Group Reports First Quarter 2023 Financial Results Achieved an 11.3% Increase in Revenues Reaffirms 2023 Targets, Including Eight to Twelve New Venues Denver, CO – (BUSINESS WIRE) – May 4, 2023 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the first quarter ended March 31, 2023. Highlights for the f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

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): May 4, 2023 THE ONE GROUP HOSPITA

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): May 4, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

STKS / ONE Group Hospitality Inc / Philotimo Fund, LP - AMENDMENT NO. 8 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 8)1 The ONE Group Hospitality, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88338K103 (CUSIP Number) MR.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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): March 14, 2023 THE ONE GROUP HOSP

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): March 14, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES The ONE Group, LLC Delaware Little West 12th, LLC Delaware Basement Manager, LLC New York JEC II, LLC New York MPD Space Events, LLC New York ONE 29 Park Management, LLC New York STK Midtown Holdings, LLC New York STK Midtown, LLC New York ONE Marks, LLC Delaware Asellina Marks, LLC Delaware WSATOG, LLC Delaware STK Miami, LLC Florida STK Miami Service, LLC Florid

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): March 9, 2023 THE ONE GROUP HOS

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): March 9, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numb

The ONE Group Reports Fourth Quarter and Full Year 2022 Financial Results Achieved a 14.2% Increase in Annual Revenues to a Record $316.6 Million Introduces 2023 Targets; Eight to Twelve New Venues Planned

Exhibit 99.1 The ONE Group Reports Fourth Quarter and Full Year 2022 Financial Results Achieved a 14.2% Increase in Annual Revenues to a Record $316.6 Million Introduces 2023 Targets; Eight to Twelve New Venues Planned Denver, CO – (BUSINESS WIRE) – March 9, 2023 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the fourth

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-37379 The ONE Group Hospitality, Inc

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, par value $0.0001 per share of The ONE Group Hospitality, Inc. This Joint F

STKS / ONE Group Hospitality Inc / Philotimo Fund, LP - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 The ONE Group Hospitality, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88338K103 (CUSIP Number) MR.

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): January 9, 2023 THE ONE GROUP HOS

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): January 9, 2023 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numb

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 28, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

The ONE Group Announces Increase to Credit Facility Up to $87 Million

Exhibit 99.1 The ONE Group Announces Increase to Credit Facility Up to $87 Million Denver, CO ? (BUSINESS WIRE) ? December 14, 2022 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today announced that it has successfully amended the Company?s existing credit facility to provide an additional $50 million delayed draw senior secured term loan to its existing $25 m

Fourth Amendment to Credit and Guaranty Agreement dated December 13, 2022 between The ONE Group, LLC, certain other credit parties, and Goldman Sachs Bank USA, as administrative agent for the lenders (Incorporated by reference to Form 8-K filed on December 14, 2022)

Exhibit 10.1 FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS FOURTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this ?Amendment?) is entered into as of December 13, 2022 by and among THE ONE GROUP, LLC, a Delaware limited liability company (the ?Company?); the other Credit Parties signatory hereto; the Lenders signatory hereto and GOLDMAN SACHS SPECIALTY LENDING GROUP, L.P., as administrati

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 13, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

Other Events

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): November 17, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): November 3, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File

The ONE Group Reports Third Quarter 2022 Financial Results Revenue and Comparable Sales Increase vs. 2021 and Comparable Sales Increase 45.6% vs. 2019 Opened Company-owned STK San Francisco Repurchases $3.5 Million in Shares Under $10 Million Buyback

Exhibit 99.1 The ONE Group Reports Third Quarter 2022 Financial Results Revenue and Comparable Sales Increase vs. 2021 and Comparable Sales Increase 45.6% vs. 2019 Opened Company-owned STK San Francisco Repurchases $3.5 Million in Shares Under $10 Million Buyback Authorization ? Denver, CO ? (BUSINESS WIRE) ? November 3, 2022 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Na

Other Events

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 12, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 2, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

The ONE Group Hospitality Inc. Announces $10 Million Share Repurchase Authorization

Exhibit 99.1 The ONE Group Hospitality Inc. Announces $10 Million Share Repurchase Authorization DENVER - September 7, 2022 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today announced that its Board of Directors has authorized the commencement of a share repurchase program for up to $10 million of its outstanding common stock. ?We have the strategies in plac

Notice of Grant of Restricted Stock Units (Performance-Vesting) dated September 2, 2022 between Emanuel N. Hilario and the Company.

Exhibit 10.3 Restricted Stock Unit No. THE ONE GROUP HOSPITALITY, INC. Notice of Grant of Restricted Stock Units (?RSUs?) for Employees, Directors and Consultants under the Company?s 2019 Equity Incentive Plan (the ?Plan?) 1. Name and Address of ?Participant?: Emanuel N. Hilario 5880 South Clayton Court Greenwood Village, Colorado 80121 2. Date of Grant of RSUs: September 2, 2022 3. Shares of Comm

Amended and Restated Employment Agreement between Emanuel N. Hilario and the Company dated September 2, 2022.

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this ?Agreement?) is made and entered into by and between THE ONE GROUP HOSPITALITY, INC. a Delaware corporation (the ?Company?), and EMANUEL HILARIO (the ?Executive?), and effective as of September 2, 2022 (the ?Effective Date?). This Agreement amends and restates in its entirety the Amended and

Financial Statements and Exhibits, Other Events

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 7, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

Notice of Grant of Restricted Stock Units (Time-Vesting) dated September 2, 2022 between Emanuel N. Hilario and the Company.

Exhibit 10.2 Restricted Stock Unit No. THE ONE GROUP HOSPITALITY, INC. Notice of Grant of Restricted Stock Units (?RSUs?) for Employees, Directors and Consultants under the Company?s 2019 Equity Incentive Plan (the ?Plan?) 1. Name and Address of ?Participant?: Emanuel N. Hilario 5880 South Clayton Court Greenwood Village, Colorado 80121 2. Date of Grant of RSUs: September 2, 2022 3. Shares of Comm

The ONE Group Reports Second Quarter 2022 Financial Results Quarterly Revenues Increased 14.6% to $81.1 million Quarterly Consolidated Comparable Sales Increased 12.8% Compared to 2021 and 53.5% Compared to 2019

Exhibit 99.1 The ONE Group Reports Second Quarter 2022 Financial Results ? Quarterly Revenues Increased 14.6% to $81.1 million Quarterly Consolidated Comparable Sales Increased 12.8% Compared to 2021 and 53.5% Compared to 2019 ? Denver, CO ? (BUSINESS WIRE) ? August 4, 2022 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today reported its financial results for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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 4, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables S-8 (Form Type) The ONE Group Hospitality, Inc.

As filed with the Securities and Exchange Commission on June 27, 2022

As filed with the Securities and Exchange Commission on June 27, 2022 Registration No.

Other Events

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): June 7, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

Submission of Matters to a Vote of Security Holders

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): May 18, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): May 6, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numb

The ONE Group Reports First Quarter 2022 Financial Results Quarterly Revenues Increased 46.9% and Adjusted EBITDA Increased 65.5% Quarterly Consolidated Comparable Sales Increased 45.1% Compared to 2021 and 45.3% Compared to 2019

Exhibit 99.1 The ONE Group Reports First Quarter 2022 Financial Results Quarterly Revenues Increased 46.9% and Adjusted EBITDA Increased 65.5% Quarterly Consolidated Comparable Sales Increased 45.1% Compared to 2021 and 45.3% Compared to 2019 Denver, CO ? (BUSINESS WIRE) ? May 6, 2022 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today reported its financial r

The ONE Group Hospitality, Inc. 2019 Equity Incentive Plan (incorporated by reference to Appendix A to Proxy Statement filed April 8, 2022).

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION? WASHINGTON, D.C. 20549 ? SCHEDULE 14A ? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? ? Definit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

List of Subsidiaries.

Exhibit 21.1 ? LIST OF SUBSIDIARIES ? The ONE Group, LLC Delaware Little West 12th, LLC Delaware Basement Manager, LLC New York JEC II, LLC New York MPD Space Events, LLC New York ONE 29 Park Management, LLC New York STK Midtown Holdings, LLC New York STK Midtown, LLC New York ONE Marks, LLC Delaware Asellina Marks, LLC Delaware WSATOG, LLC Delaware STK Miami, LLC Florida STK Miami Service, LLC Fl

The ONE Group Reports Fourth Quarter and Full Year 2021 Financial Results Achieves All-Time Record for Quarterly and Annual Revenues and Adjusted EBITDA Consolidated Comparable Sales Increased 49.8% for the Fourth Quarter and 34.2% for 2021 Compared

Exhibit 99.1 ? ? The ONE Group Reports Fourth Quarter and Full Year 2021 Financial Results ? Achieves All-Time Record for Quarterly and Annual Revenues and Adjusted EBITDA Consolidated Comparable Sales Increased 49.8% for the Fourth Quarter and 34.2% for 2021 Compared to 2019 ? Denver, CO ? (BUSINESS WIRE) ? March 14, 2022 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasda

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

? ? 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): March 14, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File

The ONE Group Issues Preliminary Financial Targets for the First Quarter 2022 Hosting Fireside Chat at the Jefferies Virtual Winter Restaurant, Foodservice, Gaming, Lodging & Leisure Summit Today at 12pm Eastern Time

Exhibit 99.1 The ONE Group Issues Preliminary Financial Targets for the First Quarter 2022 Hosting Fireside Chat at the Jefferies Virtual Winter Restaurant, Foodservice, Gaming, Lodging & Leisure Summit Today at 12pm Eastern Time Denver, CO ? (BUSINESS WIRE) ? January 25, 2022 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today issued preliminary financial tar

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): January 25, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): January 11, 2022 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

The ONE Group Announces Preliminary Fourth Quarter and Full Year 2021 Sales Results The Company Reports Record Quarterly and Annual Revenues Consolidated Comparable Sales for the Quarter Increased Approximately 50% Compared to 2019

Exhibit 99.1 The ONE Group Announces Preliminary Fourth Quarter and Full Year 2021 Sales Results The Company Reports Record Quarterly and Annual Revenues Consolidated Comparable Sales for the Quarter Increased Approximately 50% Compared to 2019 Denver, CO - (BUSINESS WIRE) - January 11, 2022- The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today announced prelimin

Other Events

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): December 27, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

1624 MARKET ST, SUITE 311 | DENVER, CO 80202 | 646.624.2400 | TOGRP.COM

November 17, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Janice Adeloye Re: The ONE Group Hospitality, Inc. Registration Statement on Form S-3 Filed on November 10, 2021 File No. 333-260947 Request for Acceleration Dear Ms. Adeloye: Pursuant to Rule 461 of Regulation C promulgated under the Securities A

As filed with the Securities and Exchange Commission on November 10, 2021

As filed with the Securities and Exchange Commission on November 10, 2021 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): November 4, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission Fi

The ONE Group Reports Third Quarter 2021 Financial Results The Company Reports All-Time Record for Quarterly Revenues Consolidated Comparable Sales Compared to 2019 Increased 44.7% for the Third Quarter and 59.2% for the Month of October

? Exhibit 99.1 ? The ONE Group Reports Third Quarter 2021 Financial Results ? The Company Reports All-Time Record for Quarterly Revenues Consolidated Comparable Sales Compared to 2019 Increased 44.7% for the Third Quarter and 59.2% for the Month of October ? Denver, CO ? (BUSINESS WIRE) ? November 4, 2021 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today rep

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

STKS / One Group Hospitality Inc / Segal Jonathan - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) The ONE Group Hospitality, Inc. (Name of Issuer) Common Stock, par value $ 0.0001 (Title of Class of Securities) 88338K103 (CUSIP Number) JONATHAN SEGAL 1624 Market Street, Suite 311 Denver, CO 80202 (646) 624-2400 (Name, Address and Telephone Number of P

Amended and Restated Employment Agreement dated September 24, 2021 between Emanual N. Hilario and the Company (Incorporated by reference to Form 8-K filed on September 28, 2021)

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (this ?Agreement?) is made and entered into by and between THE ONE GROUP HOSPITALITY, INC. a Delaware corporation (the ?Company?), and EMANUEL HILARIO (the ?Executive?), and effective as of September 24, 2021 (the ?Effective Date?). This Agreement amends and restates in its entirety the Employment

Notice of Grant of Restricted Stock Units (Performance-vesting) dated September 2, 2022 between Emanuel N. Hilario and The ONE Group Hospitality, Inc. (Incorporated by reference to Form 8-K filed on September 7, 2022).

Exhibit 10.2 Restricted Stock Unit No. THE ONE GROUP HOSPITALITY, INC. Notice of Grant of Restricted Stock Units (“RSUs”) for Employees, Directors and Consultants under the Company’s 2019 Equity Incentive Plan (the “Plan”) 1. Name and Address of Participant: Emanuel N. Hilario 5880 South Clayton Court Greenwood Village, Colorado 80121 2. Date of Grant of RSUs: September 24, 2021 3. Shares of Commo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

The ONE Group Appoints Two New Independent Directors to its Board

Exhibit 99.1 The ONE Group Appoints Two New Independent Directors to its Board Denver, CO ? (BUSINESS WIRE) ? September 14, 2021 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today announced the appointment of Susan Lintonsmith and Haydee Olinger as independent members to its Board of Directors, effective immediately. ?We are pleased to welcome both Susan and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 13, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

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

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 16, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numb

The ONE Group Reports Second Quarter 2021 Financial Results The Company Reports All-Time Record for Quarterly Revenue Domestic Same Store Sales Increase 38.0% vs. 2019 for the Second Quarter and 59.5% vs. 2019 for the month of July

Exhibit 99.1 ? ? The ONE Group Reports Second Quarter 2021 Financial Results The Company Reports All-Time Record for Quarterly Revenue Domestic Same Store Sales Increase 38.0% vs. 2019 for the Second Quarter and 59.5% vs. 2019 for the month of July ? Denver, CO ? (BUSINESS WIRE) ? August 10, 2021 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today reported its

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Third Amendment to Credit and Guaranty Agreement dated August 6, 2021 between The ONE Group, LLC, certain other credit parties, and Goldman Sachs Bank USA, as administrative agent for the lenders

? Exhibit 10.1 Execution Version THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS THIRD AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this ?Amendment?) is entered into as of August 6, 2021 by and among THE ONE GROUP, LLC, a Delaware limited liability company (the ?Company?); the other Credit Parties signatory hereto; the Lenders signatory hereto and GOLDMAN SACHS BANK USA, as administrative age

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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 10, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission Fil

The ONE Group Hospitality, Inc. COMMON STOCK PREFERRED STOCK DEBT SECURITIES

424B2 1 tm2118500d1424b2.htm 424B2 Filed Pursuant to Rule 424(b)(2) Registration No. 333-256527 PROSPECTUS The ONE Group Hospitality, Inc. $100,000,000 COMMON STOCK PREFERRED STOCK DEBT SECURITIES WARRANTS RIGHTS UNITS This prospectus will allow us to issue, from time to time at prices and on terms to be determined at or prior to the time of the offering, up to $100,000,000 of any combination of t

Submission of Matters to a Vote of Security Holders

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): June 9, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Commi

1624 MARKET ST, SUITE 311 | DENVER, CO 80202 | 646.624.2400 | TOGRP.COM

June 4, 2021 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Dan Morris Re: The ONE Group Hospitality, Inc. Registration Statement on Form S-3 Filed on May 27, 2021 File No. 333-256527 Request for Acceleration Dear Mr. Morris: Pursuant to Rule 461 of Regulation C promulgated under the Securities Act of 1933, The

The ONE Group Hospitality, Inc. Provides Business Update

Exhibit 99.1 The ONE Group Hospitality, Inc. Provides Business Update ? Denver, CO ? (BUSINESS WIRE) ? June 3, 2021 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) provides a business update in advance of the Company?s participation at three investor conferences. ? As of May 31st, quarter-to-date comparable sales* in 2021 compared to 2019 increased 35.2% on a co

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

? ? 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): June 3, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

As filed with the Securities and Exchange Commission on May 27, 2021

As filed with the Securities and Exchange Commission on May 27, 2021 Registration No.

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): May 11, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

The ONE Group Reports First Quarter 2021 Financial Results Revenues Increase 24.0% vs. 2020 and Domestic Same Store Sales Increased 23.5% vs. 2020 and 3.3% vs. 2019 April Domestic Same Store Sales Increase 32.2% vs. 2019

? Exhibit 99.1 ? ? The ONE Group Reports First Quarter 2021 Financial Results Revenues Increase 24.0% vs. 2020 and Domestic Same Store Sales Increased 23.5% vs. 2020 and 3.3% vs. 2019 April Domestic Same Store Sales Increase 32.2% vs. 2019 ? Denver, CO ? (BUSINESS WIRE) ? May 11, 2021 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today reported its financial r

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

the portions of our definitive proxy statement on Schedule 14A filed on April 30, 2021 that are deemed “filed” with the SEC under the Exchange Act;

TABLE OF CONTENTS ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION? WASHINGTON, D.

Letter from Plante & Moran, PLLC.

Exhibit 16.1 U.S. Securities and Exchange Commission Office of the Chief Accountant 100 F Street, N.E. Washington, DC 20549 Re: The ONE Group Hospitality, Inc. File No. 001-37379 Dear Sir or Madam: We have read Item 4.01 of Form 8-K of The ONE Group Hospitality, Inc. dated March 30, 2021, and agree with the statements concerning our Firm contained therein. Very truly yours, /S/ Plante & Moran, PLL

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): March 24, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

List of Subsidiaries.

Exhibit 21.1 ? LIST OF SUBSIDIARIES ? The ONE Group, LLC Delaware Little West 12th, LLC Delaware Basement Manager, LLC New York JEC II, LLC New York MPD Space Events, LLC New York ONE 29 Park Management, LLC New York STK Midtown Holdings, LLC New York STK Midtown, LLC New York ONE Marks, LLC Delaware Asellina Marks, LLC Delaware WSATOG, LLC Delaware STK Miami, LLC Florida STK Miami Service, LLC Fl

The ONE Group Reports Fourth Quarter and Full Year 2020 Financial Results

Exhibit 99.1 The ONE Group Reports Fourth Quarter and Full Year 2020 Financial Results Denver, CO – (BUSINESS WIRE) – March 19, 2021 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the fourth quarter and full year ended December 31, 2020. Business Update: ● Fourth quarter consolidated comparable sales* decreased 14.8%, wh

The ONE Group Reports Fourth Quarter and Full Year 2020 Sales Results Comparable Sales Trends Continue to Improve as Indoor Dining Capacity Increases

? Exhibit 99.2 ? ? The ONE Group Reports Fourth Quarter and Full Year 2020 Sales Results ? Comparable Sales Trends Continue to Improve as Indoor Dining Capacity Increases ? Denver, CO ? (BUSINESS WIRE) ? March 16, 2021 - The ONE Group Hospitality, Inc. (?The ONE Group? or the ?Company?) (Nasdaq: STKS) today reported its sales results for the fourth quarter and full year ended December 31, 2020 and

Financial Statements and Exhibits, Results of Operations and Financial Condition

? ? 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): March 16, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File

Annual Report - 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

The ONE Group to Participate in Two Investor Conferences in January

EX-99.1 2 tmb-20210111xex99d1.htm EX-99.1 Exhibit 99.1 The ONE Group to Participate in Two Investor Conferences in January DENVER, January 11, 2021-(BUSINESS WIRE) — The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS), today announced that the Company will be participating in two investor conferences in January. On Tuesday, January 12, 2021, the Company will present v

Financial Statements and Exhibits, Other Events - 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): January 11, 2021 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

Letter from Plante Moran, P.C.

Exhibit 16.1 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read The ONE Group Hospitality, Inc.’s statements included under Item 4.01 of its Form 8-K filed on December 2, 2020, and we agree with such statements concerning our firm. /s/ Plante Moran, P.C. Denver, Colorado December 2, 2020

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 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): November 30, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File

STKS / ONE Group Hospitality, Inc. / Twinleaf Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* The ONE Group Hospitality, Inc. (Title of Class of Securities) Common Stock CUSIP Number: 88338K103 Spencer Grimes Twinleaf Management LLC 131 Brookwood Lane New Canaan, CT 06840 (203) 594-1441 (Authorized to Receive Notices and Communications) Novembe

Financial Statements and Exhibits, Results of Operations and Financial Condition - 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): November 5, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

The ONE Group Reports Third Quarter 2020 Results Sequential Improvement in Comparable Sales Trends in the Second Quarter Continue Through the Third Quarter Company Reports Positive Operating Income for the Third Quarter and Positive Comparable Sales

Exhibit 99.1 The ONE Group Reports Third Quarter 2020 Results Sequential Improvement in Comparable Sales Trends in the Second Quarter Continue Through the Third Quarter Company Reports Positive Operating Income for the Third Quarter and Positive Comparable Sales for October Denver, CO – (BUSINESS WIRE) – November 5, 2020 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq:

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2020 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Other Events - 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 17, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File N

The ONE Group Reports Second Quarter 2020 Results Provides Update on Impact of COVID-19 34 of 36 Domestic Restaurants Have Resumed In-Person Dining; 6 of 8 International STKs Have Resumed In-Person Dining

EX-99.1 3 stks-20200810xex99d1.htm EX-99.1 Exhibit 99.1 The ONE Group Reports Second Quarter 2020 Results Provides Update on Impact of COVID-19 34 of 36 Domestic Restaurants Have Resumed In-Person Dining; 6 of 8 International STKs Have Resumed In-Person Dining Denver, CO – (BUSINESS WIRE) – August 12, 2020 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today re

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Results of Operations and Financial Condition

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 10, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ⌧ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2020 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

Second Amendment to Credit and Guaranty Agreement dated August 10, 2020 between The ONE Group, LLC, certain other credit parties, and Goldman Sachs Bank USA, as administrative agent for the lenders (Incorporated by reference to Form 8-K filed on August 12, 2020).

Exhibit 10.1 Execution Version SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS SECOND AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of August 10, 2020 by and among THE ONE GROUP, LLC, a Delaware limited liability company (the “Company”); the other Credit Parties signatory hereto; the Lenders signatory hereto and GOLDMAN SACHS BANK USA, as administrative ag

LIMITED POWER OF ATTORNEY Section 16 Reporting

Exhibit 24 LIMITED POWER OF ATTORNEY Section 16 Reporting The undersigned, an officer, director or shareholder of The One Group Hospitality, Inc.

LIMITED POWER OF ATTORNEY Section 16 Reporting

Exhibit 24 LIMITED POWER OF ATTORNEY Section 16 Reporting The undersigned, an officer, director or shareholder of The One Group Hospitality, Inc.

LIMITED POWER OF ATTORNEY Section 16 Reporting

Exhibit 24 LIMITED POWER OF ATTORNEY Section 16 Reporting The undersigned, an officer, director or shareholder of The One Group Hospitality, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

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): June 17, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number

The ONE Group Hospitality, Inc. Announces Changes in Management Team

Exhibit 99.1 The ONE Group Hospitality, Inc. Announces Changes in Management Team DENVER- (BUSINESS WIRE) -The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS), today announced appointment of Maria Woods as General Counsel. She will also be assuming the role of Corporate Secretary from Chief Administrative Officer Linda Siluk, who has resigned and is pursuing other car

Other Events

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): June 4, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Number)

Submission of Matters to a Vote of Security Holders

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): May 27, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Commi

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

The ONE Group Reports First Quarter 2020 Results Provides Update on Impact of COVID-19 Sixteen Restaurant Dining Rooms Expected to Be Re-Opened by the End of Day May 11

EX-99.1 2 tmb-20200511xex99d1.htm EX-99.1 Exhibit 99.1 The ONE Group Reports First Quarter 2020 Results Provides Update on Impact of COVID-19 Sixteen Restaurant Dining Rooms Expected to Be Re-Opened by the End of Day May 11 Denver, CO – (BUSINESS WIRE) – May 11, 2020 - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the fir

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 11, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Number)

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 4, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Number)

Promissory Note effective May 4, 2020 between Kona Grill Acquisition, LLC and BBVA USA (Incorporated by reference to Form 8-K filed May 8, 2020).

EX-10.2 3 tmb-20200504xex10d2.htm EX-10.2 Exhibit 10.2 PROMISSORY NOTE Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $8,467,000.00 04-28-2020 04-28-2022 6783470851 04A0 / 999 48486 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted du

First Amendment to Credit and Guaranty Agreement dated May 8, 2020 between The ONE Group, LLC, certain other credit parties, and Goldman Sachs Bank USA, as administrative agent for the lenders (Incorporated by reference to Form 8-K filed May 8, 2020).

Exhibit 10.3 FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of May 8, 2020 by and among THE ONE GROUP, LLC, a Delaware limited liability company (the “Company”); the other Credit Parties signatory hereto; the Lenders signatory hereto and GOLDMAN SACHS BANK USA, as administrative agent for the Lenders (in

Promissory Note effective May 4, 2020 between The ONE Group, LLC and BBVA USA (Incorporated by reference to Form 8-K filed May 8, 2020).

EX-10.1 2 tmb-20200504xex10d1.htm EX-10.1 Exhibit 10.1 PROMISSORY NOTE Principal Loan Date Maturity Loan No Call / Coll Account Officer Initials $9,847,545.00 04-28-2020 04-28-2022 6783474881 04A0 / 999 48486 References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan or item. Any item above containing "***" has been omitted du

STKS / ONE Group Hospitality, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Employment Letter Agreement with Linda Siluk Effective April 1, 2019

EX-10.8 4 stks-20191231ex108d85574.htm EX-10.8 Exhibit 10.8 Employment Letter Agreement with Linda Siluk Effective April 1, 2019 March 26, 2019 Dear Linda: On behalf of The ONE Group (the “Company”), it is our pleasure to offer you the position of Chief Administrative Officer. This letter sets forth the terms and conditions of your employment with the Company. Please review carefully and contact m

The ONE Group Reports Fourth Quarter and Full Year 2019 Results Provides Update on Developments as a Result of Coronavirus Disease (COVID-19)

EX-99.1 2 ex-99d1.htm EX-99.1 Exhibit 99.1 The ONE Group Reports Fourth Quarter and Full Year 2019 Results Provides Update on Developments as a Result of Coronavirus Disease (COVID-19) Denver, CO – (BUSINESS WIRE) – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the fourth quarter and full year ended December 31, 2019 and

Employment Letter Agreement with Tyler Loy Effective April 1, 2019 (Incorporated by reference to Exhibit 10.7 to Form 10-K filed on March 26, 2020).

Exhibit 10.7 Employment Letter Agreement with Tyler Loy Effective April 1, 2019 March 26, 2019 Dear Tyler: On behalf of The ONE Group (the “Company”), it is our pleasure to promote you to the position of Chief Financial Officer. This letter sets forth the terms and conditions of your employment with the Company. Please review carefully and contact me if you have any questions. Title:Chief Financia

Form of Restricted Stock Unit Grant Notice and Agreement (Incorporated by reference to Exhibit 10.10 to Form 10-K filed on March 26, 2020).

Exhibit 10.10 THE ONE GROUP HOSPITALITY, INC. RESTRICTED STOCK UNIT AGREEMENT - INCORPORATED TERMS AND CONDITIONS AGREEMENT made as of the date of grant set forth in the Restricted Stock Unit Award Grant Notice between The ONE Group Hospitality, Inc. (the “Company”), a Delaware corporation, and the individual whose name appears on the Restricted Stock Unit Award Grant Notice (the “Participant”). W

STKS / ONE Group Hospitality, Inc. 10-K - Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001‑37

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 26, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Numbe

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES The ONE Group, LLC Delaware Little West 12th, LLC Delaware Basement Manager, LLC New York JEC II, LLC New York MPD Space Events, LLC New York ONE 29 Park Management, LLC New York STK Midtown Holdings, LLC New York STK Midtown, LLC New York ONE Marks, LLC Delaware Asellina Marks, LLC Delaware WSATOG, LLC Delaware STK Miami, LLC Florida STK Miami Service, LLC Florid

Description of securities registered under Section 12 of the Securities Exchange Act of 1934 (Incorporated by reference to Exhibit 4.1 to Form 10-K filed on March 26, 2020).

Exhibit 4.1 DESCRIPTION OF SECURITIES REGISTERED UNDER SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The ONE Group Hospitality, Inc. (the “Company,” “us,” “we,” or “our”) is authorized to issue up to 75,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share. The following description of our capital stock is a summary a

The ONE Group Hospitality Provides Business Update Company Suspends Guidance for 2020 Announces Conference Call and Webcast for Fourth Quarter and Year End 2019 Results on March 26, 2020

Exhibit 99.1 The ONE Group Hospitality Provides Business Update Company Suspends Guidance for 2020 Announces Conference Call and Webcast for Fourth Quarter and Year End 2019 Results on March 26, 2020 DENVER- (BUSINESS WIRE) -The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS), today announced that it is providing a business update related to developments as a result o

Financial Statements and Exhibits, Other Events

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): March 17, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numbe

STKS / ONE Group Hospitality, Inc. / Maguire Asset Management, LLC - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 The ONE Group Hospitality, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88338K103 (CUSIP Number) Timo

STKS / ONE Group Hospitality, Inc. / Twinleaf Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* The ONE Group Hospitality, Inc. (Title of Class of Securities) Common Stock CUSIP Number: 88338K103 Spencer Grimes Twinleaf Management LLC 131 Brookwood Lane New Canaan, CT 06840 (203) 594-1441 (Authorized to Receive Notices and Communications) January 15

Other Events

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): January 13, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Num

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 9, 2020 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Numb

The ONE Group Announces Preliminary Fourth Quarter and Full Year 2019 Sales Results STK Same Store Sales for Fourth Quarter Increase 9% Kona Grill Same Store Sales for Fourth Quarter Increase 4% Company to Present at 22nd Annual ICR Conference on Jan

Exhibit 99.1 The ONE Group Announces Preliminary Fourth Quarter and Full Year 2019 Sales Results STK Same Store Sales for Fourth Quarter Increase 9% Kona Grill Same Store Sales for Fourth Quarter Increase 4% Company to Present at 22nd Annual ICR Conference on January 14th Denver, CO - (BUSINESS WIRE) - The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today announce

KONA GRILL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data)

Exhibit 99.2 The unaudited interim financial statements of Kona Grill, Inc. as of June 30, 2019 (which have not been reviewed by an Independent Registered Public Accounting Firm) and as of June 30, 2018 are as follows: KONA GRILL, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands, except share data) (unaudited) June 30, June 30, 2019 2018 ASSETS Current assets: Cash and cash equivalents $ 7

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On October 4, 2019, The ONE Group Hospitality, Inc (the “Company” or “The ONE Group”) acquired substantially all of the assets of Kona Grill, Inc. and its affiliates (“Kona Grill”), comprising 24 domestic restaurants and one international franchise agreement. The Company purchased the assets for $25.0 million in cash and the

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction (Commission File Nu

STKS / ONE Group Hospitality, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

The ONE Group Hospitality, Inc. Reports Third Quarter 2019 Results Domestic Same Store Sales Increases 9.3%; Operating Income Increases 131%; Adjusted EBITDA Increases 30% Updates 2019 and Issues 2020 Financial Targets

Exhibit 99.1 The ONE Group Hospitality, Inc. Reports Third Quarter 2019 Results Domestic Same Store Sales Increases 9.3%; Operating Income Increases 131%; Adjusted EBITDA Increases 30% Updates 2019 and Issues 2020 Financial Targets Denver, CO – November 7, 2019 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the third qua

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 1, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Num

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Nu

Credit and Guaranty Agreement dated October 4, 2019 with Goldman Sachs Bank USA (Incorporated by reference to Form 8-K/A filed on October 8, 2019).

Exhibit 10.1 Execution Version CREDIT AND GUARANTY AGREEMENT dated as of October 4, 2019 among THE ONE GROUP HOSPITALITY, INC., as Holdings, THE ONE GROUP, LLC, as Company, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent and Lead Arranger $60,000,000 Senior Secured Credit Facilities TABLE OF CONTENTS Page SECTION 1

Credit Agreement dated October 4, 2019 with Goldman Sachs Bank USA.

EX-10.1 2 ex-10d1.htm EX-10.1 Exhibit 10.1 Execution Version CREDIT AND GUARANTY AGREEMENT dated as of October 4, 2019 among THE ONE GROUP HOSPITALITY, INC., as Holdings, THE ONE GROUP, LLC, as Company, CERTAIN SUBSIDIARIES OF HOLDINGS, as Guarantors VARIOUS LENDERS, GOLDMAN SACHS BANK USA, as Administrative Agent, Collateral Agent and Lead Arranger $60,000,000 Senior Secured Credit Facilities TAB

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

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): October 4, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Numb

The ONE Group Hospitality Completes Acquisition of Kona Grill Expected to add approximately $100 million in annual revenue and to be immediately accretive to Consolidated Adjusted EBITDA Increases 2019 financial targets to reflect acquisition Prelimi

Exhibit 99.1 The ONE Group Hospitality Completes Acquisition of Kona Grill Expected to add approximately $100 million in annual revenue and to be immediately accretive to Consolidated Adjusted EBITDA Increases 2019 financial targets to reflect acquisition Preliminary 2020 Expectation of $23 million to $25 million in Consolidated Adjusted EBITDA Schedules conference call and webcast for Third Quart

Amended and Restated Employment Agreement between Emanuel N. Hilario and The ONE Group Hospitality, Inc. dated September 2, 2022 (Incorporated by reference to Form 8-K filed on September 7, 2022).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is made and entered into by and between THE ONE GROUP HOSPITALITY, INC. a Delaware corporation (the “Company”), and EMANUEL HILARIO (the “Executive”), and effective as of September 3, 2019 (the “Effective Date”). RECITALS WHEREAS, the Company desires to continue to employ the Executive as its President and Chief Executi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 3, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Nu

The ONE Group Hospitality Signs Asset Purchase Agreement for Kona Grill Agrees to acquire certain assets in Kona Grill’s Chapter 11 Bankruptcy for $25 million Acquisition expected to add approximately $100 million in annual revenue and to be accretiv

EX-99.1 3 ex-99d1.htm EX-99.1 Exhibit 99.1 The ONE Group Hospitality Signs Asset Purchase Agreement for Kona Grill Agrees to acquire certain assets in Kona Grill’s Chapter 11 Bankruptcy for $25 million Acquisition expected to add approximately $100 million in annual revenue and to be accretive to earnings post-integration DENVER – (BUSINESS WIRE) – The ONE Group Hospitality, Inc. (Nasdaq: STKS) an

Asset Purchase Agreement dated August 30, 2019 between Kona Grill Acquisition, LLC and Kona Grill, Inc., Kona Restaurant Holdings, Inc., Kona Shushi, Inc., Kona Macadamia, Inc., Kona Texas Restaurants, Inc., Kona Baltimore, Inc., Kona Grill International Holdings, Inc., Kona Grill International, Inc., and Kona Grill Puerto Rico, Inc.

Exhibit 10.1 ASSET PURCHASE AGREEMENT by and among Kona Grill Acquisition, LLC, a Delaware limited liability company, as Purchaser, and Kona Grill, Inc., a Delaware corporation, Kona Restaurant Holdings, Inc., a Delaware corporation, Kona Sushi, Inc., an Arizona corporation, Kona Macadamia, Inc., a Delaware corporation, Kona Texas Restaurants, Inc., a Texas corporation, Kona Baltimore, Inc., a Del

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 30, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001‑37379 14‑1961545 (State or other jurisdiction (Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Com

The ONE Group Hospitality, Inc. Reports Second Quarter 2019 Results Domestic Same Store Sales Increases 6.4% Increases 2019 Revenue Targets

Exhibit 99.1 The ONE Group Hospitality, Inc. Reports Second Quarter 2019 Results Domestic Same Store Sales Increases 6.4% Increases 2019 Revenue Targets New York, NY – August 8, 2019 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the second quarter ended June 30, 2019 and increased its 2019 revenue targets. Highlights fo

STKS / ONE Group Hospitality, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

STKS / ONE Group Hospitality, Inc. S-8 - - FORM S-8

As filed with the Securities and Exchange Commission on June 20, 2019 Registration No.

The One Group Hospitality, Inc. 2019 Equity Incentive Plan (Incorporated by reference to Appendix A to the Proxy Statement filed on April 8, 2022).

Exhibit 10.1 THE ONE GROUP HOSPITALITY, INC. 2019 EQUITY INCENTIVE PLAN 1. DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this The One Group Hospitality, Inc. 2019 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in w

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 4, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Commi

Other Events

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): May 22, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Commi

STKS / ONE Group Hospitality, Inc. / Argyle Street Management Ltd - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* The ONE Group Hospitality, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 88338K103 (CUSIP Number) Mr. Steven Wong Argyle Street Management Limited Unit 601-2, 6th Floor St. George’s Building 2 Ice House

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13(d)-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the foregoing statement on this Schedule 13D is filed on behalf of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 15, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Commi

Credit Agreement with Bank of America, N.A dated as of May 15, 2019

Exhibit 10.1 CREDIT AGREEMENT Dated as of May 15, 2019 among THE ONE GROUP HOSPITALITY, INC., as the Borrower, THE SUBSIDIARIES OF THE BORROWER PARTY HERETO, as the Guarantors, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer and THE LENDERS PARTY HERETO BANK OF AMERICA MERRILL LYNCH, as Sole Lead Arranger and Sole Bookrunner TABLE OF CONTENTS Page Article I DEFINITIONS AND ACCOUNTING

The One Group Hospitality, Inc. Announces the Closing of New Credit Facility Estimated Interest Expense Savings to Exceed $0.4 Million Annually. Estimated Reduction in Annual Loan Repayments to Exceed $2.0 Million Annually.

Exhibit 99.1 The One Group Hospitality, Inc. Announces the Closing of New Credit Facility Estimated Interest Expense Savings to Exceed $0.4 Million Annually. Estimated Reduction in Annual Loan Repayments to Exceed $2.0 Million Annually. New York, NY – May 16, 2019 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) announced the successful closing of a new credit fa

The ONE Group Hospitality, Inc. Reports First Quarter 2019 Results Domestic Same Store Sales Increases 8.6% GAAP Income from Operations of $1.1 million / Adjusted EBITDA Increases 50% Reiterates 2019 Financial Targets

Exhibit 99.1 The ONE Group Hospitality, Inc. Reports First Quarter 2019 Results Domestic Same Store Sales Increases 8.6% GAAP Income from Operations of $1.1 million / Adjusted EBITDA Increases 50% Reiterates 2019 Financial Targets New York, NY – May 9, 2019 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported its financial results for the first quarter

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Commis

STKS / ONE Group Hospitality, Inc. 10-Q Quarterly Report FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37379 THE ONE G

STKS / ONE Group Hospitality, Inc. DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

The One Group Hospitality, Inc. Appoints Tyler Loy as Chief Financial Officer Linda Siluk named Chief Administrative Officer

Exhibit 99.2 The One Group Hospitality, Inc. Appoints Tyler Loy as Chief Financial Officer Linda Siluk named Chief Administrative Officer New York, NY – March 28, 2019 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today announced the appointment of Tyler Loy as Chief Financial Officer effective April 1, 2019. Linda Siluk, who is serving as Interim Chief Financ

The ONE Group Hospitality, Inc. Reports Fourth Quarter and Full Year 2018 Results Domestic Same Store Sales for Fourth Quarter Increase 15% GAAP Income from Operations of $4.2 million / Adjusted EBITDA Increases 68% Expands and Updates 2019 Financial

Exhibit 99.1 The ONE Group Hospitality, Inc. Reports Fourth Quarter and Full Year 2018 Results Domestic Same Store Sales for Fourth Quarter Increase 15% GAAP Income from Operations of $4.2 million / Adjusted EBITDA Increases 68% Expands and Updates 2019 Financial Targets New York, NY – March 28, 2019 – The ONE Group Hospitality, Inc. (“The ONE Group” or the “Company”) (Nasdaq: STKS) today reported

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 28, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Com

STKS / ONE Group Hospitality, Inc. FORM 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37379 The ONE Group

List of Subsidiaries.

Exhibit 21.1 LIST OF SUBSIDIARIES The ONE Group, LLC Delaware Little West 12th, LLC Delaware Basement Manager, LLC New York JEC II, LLC New York MPD Space Events, LLC New York ONE 29 Park Management, LLC New York STK Midtown Holdings, LLC New York STK Midtown, LLC New York ONE Marks, LLC Delaware Asellina Marks, LLC Delaware WSATOG, LLC Delaware STK Miami, LLC Florida STK Miami Service, LLC Florid

Letter from Plante & Moran, PLLC

Exhibit 16.1 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read The ONE Group Hospitality, Inc.’s statements included under Item 4.01 of its Form 8-K filed on March 25, 2019, and we agree with such statements concerning our firm. /s/ Plante & Moran, PLLC Denver, Colorado March 25, 2019

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): March 22, 2019 THE ONE GROUP HOSPITALITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-37379 14-1961545 (State or other jurisdiction of incorporation) (Com

STKS / ONE Group Hospitality, Inc. / Maguire Asset Management, LLC - AMENDMENT NO. 1 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 1)1 The ONE Group Hospitality, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 88338K103 (CUSIP Number) TIMO