GEN Restaurant Group, Inc.

S-11 d166806ds1.htm S-1

As filed with the Securities and Exchange Commission on September 30, 2026.

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**Form S-1 **

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GEN Restaurant Group, Inc.

(Exact name of registrant as specified in its charter)

11480 South Street, Suite 205

Cerritos, California 90703

**(562)356-9929 **

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Luke Hewko

Chief Financial Officer

GEN Restaurant Group, Inc.

11480 South Street, Suite 205

Cerritos, California 90703

**(562)356-9929 **

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ben A. Stacke, Esq.

Griffin D. Foster, Esq.

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center

90 South Seventh Street

Minneapolis, Minnesota 55402

**(612)766-7000 **

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholder named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and the selling stockholder named in this prospectus is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED SEPTEMBER 30, 2026

PRELIMINARY PROSPECTUS

Up to 15,000,000 Shares of Class A Common Stock

This prospectus relates to the resale by Roth Principal Investments, LLC, a Delaware limited liability company (“Roth Principal Investments” or the “Selling Stockholder”), from time to time, of up to 15,000,000 shares of our Class A common stock, par value $0.001 per share (the “Class A Common Stock”).

The shares of Class A Common Stock being offered by the Selling Stockholder may be purchased pursuant to a Common Stock Purchase Agreement, dated September 29, 2026, that we entered into with Roth Principal Investments (the “Purchase Agreement”). The shares being offered for resale by this prospectus consist of up to 15,000,000 shares of Class A Common Stock that we may, in our sole discretion, elect to issue and sell to Roth Principal Investments, from time to time after the date of this prospectus, pursuant to (and limited by the terms of) the Purchase Agreement. See “The Committed Equity Facility” for a description of the Purchase Agreement and “The Selling Stockholder” for additional information regarding Roth Principal Investments. The prices at which Roth Principal Investments may sell the shares will be determined by the prevailing market price for the shares or in negotiated transactions.

We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of shares of Class A Common Stock by the Selling Stockholder. As of the date of this prospectus, we have not yet sold any shares of Class A Common Stock that are the subject of this prospectus to Roth Principal Investments under the Purchase Agreement. We may receive up to $25,000,000 aggregate gross proceeds (subject to certain limitations) under the Purchase Agreement from any sales we make to Roth Principal Investments pursuant to the Purchase Agreement.

The actual number of shares of our Class A Common Stock issuable by us pursuant to the Purchase Agreement will vary depending on the then-current market price of shares of our Class A Common Stock sold to Roth Principal Investments under the Purchase Agreement. Under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”), in no event may we issue to Roth Principal Investments under the Purchase Agreement shares of our Class A Common Stock representing more than 19.99% of the total number of shares of Class A Common Stock outstanding immediately prior to the execution of the Purchase Agreement, including shares of our Class A Common Stock issuable upon the exchange of issued and outstanding Class B common stock (the “Exchange Cap”), unless we obtain the approval of our stockholders of the issuance of shares in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or unless the average price per share for all shares of Class A Common Stock purchased by Roth Principal Investments under the Purchase Agreement equals or exceeds the “Base Price,” which is equal to the sum of the “Minimum Price” of $1.705 (representing the lower of (a) the official closing price of our Class A Common Stock on Nasdaq on the trading day immediately preceding the execution of the Purchase Agreement and (b) the average official closing price of our Class A Common Stock on Nasdaq for the five consecutive trading days immediately preceding the execution of the Purchase Agreement, as adjusted in accordance with applicable Nasdaq rules) plus an adjustment amount per share. See “The Committed Equity Facility” for a description of the Purchase Agreement and “The Selling Stockholder” for additional information.

We will control the timing and amount of any sales of Class A Common Stock to Roth Principal Investments. Actual sales of shares of Class A Common Stock under the Purchase Agreement will depend on a variety of factors to be determined by us from time to time, which may include, without limitation, market conditions, the trading price of the Class A Common Stock, and determinations by us as to the appropriate sources of funding for our business and operations. There can be no assurances that we will choose to sell any shares of our Class A Common Stock to Roth Principal Investments, or that Roth Principal Investments will sell any or all of the shares of our Class A Common Stock, if any, purchased under the Purchase Agreement pursuant to this prospectus. The Selling Stockholder will bear all commissions and discounts, if any, attributable to the resale of shares of our Class A Common Stock. See “Plan of Distribution (Conflict of Interest)” for additional information.

Our registration of the resale of the securities covered by this prospectus does not mean that Roth Principal Investments will offer or sell any of the Class A Common Stock. Subject to the terms of the Purchase Agreement, the Selling Stockholder may sell or otherwise dispose of the shares of Class A Common Stock described in this prospectus in a number of different ways and at varying prices. See “Plan of Distribution (Conflict of Interest)” for more information about how the Selling Stockholder may sell or otherwise dispose of the shares of Class A Common Stock the offering of which is being registered pursuant to this prospectus. The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”).

The Selling Stockholder will pay all brokerage fees and commissions and similar expenses related to the resale of the securities described herein. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the offering of the shares of Class A Common Stock, including legal and accounting fees. See “Plan of Distribution (Conflict of Interest).” We have also engaged Digital Offering, LLC (“Digital Offering”) to act as a “qualified independent underwriter” in this offering and have agreed to pay their fees for such services.

We are a “smaller reporting company” and an “emerging growth company” under the federal securities laws and, as such, are subject to reduced public company reporting requirements. See “Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Our shares of Class A Common Stock are listed on the Nasdaq Global Market under the symbol “GENK.” On September 29, 2026, the closing sale price of our Class A Common Stock was $1.70 per share.

Investing in our securities involves a high degree of risk. You should read “Risk Factors” beginning on page 15 of this prospectus and the reports we file with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, incorporated by reference in this prospectus, to read about factors to consider before purchasing our securities.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.