RICK / RCI Hospitality Holdings, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

RCI Hospitality Holdings, Inc.
US ˙ NasdaqGM ˙ US74934Q1085

Mga Batayang Estadistika
LEI 529900COXP1MLE1UKG69
CIK 935419
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to RCI Hospitality Holdings, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
August 18, 2025 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): August 18, 2025 RCI HOSPITALITY H

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 18, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

August 11, 2025 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): August 11, 2025 RCI HOSPITALITY H

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 11, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

August 11, 2025 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact na

August 11, 2025 EX-99.1

RCI Reports 3Q25 Results, Hosts X Spaces Call at 4:30 PM ET Today

RCI Reports 3Q25 Results, Hosts X Spaces Call at 4:30 PM ET Today HOUSTON—August 11, 2025—RCI Hospitality Holdings, Inc.

July 10, 2025 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): July 10, 2025 RCI HOSPITALITY HOL

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): July 10, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

July 10, 2025 EX-99.1

RCI Reports 3Q25 Club & Restaurant Sales

RCI Reports 3Q25 Club & Restaurant Sales HOUSTON—July 10, 2025—RCI Hospitality Holdings, Inc.

July 3, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Co

May 12, 2025 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact n

May 12, 2025 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): May 12, 2025 RCI HOSPITALITY HOLD

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 12, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissio

May 12, 2025 EX-99.1

RCI Reports 2Q25 Results, Hosts X Spaces Call at 4:30 PM ET Today

RCI Reports 2Q25 Results, Hosts X Spaces Call at 4:30 PM ET Today HOUSTON—May 12, 2025—RCI Hospitality Holdings, Inc.

April 8, 2025 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 8, 2025 RCI HOSPITALITY HOL

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 8, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

April 8, 2025 EX-99.1

Total Sales

RCI Reports 2Q25 Club & Restaurant Sales HOUSTON—April 8, 2025—RCI Hospitality Holdings, Inc.

February 10, 2025 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exac

February 10, 2025 EX-99.1

RCI Reports 1Q25 Results, Hosts X Spaces Call at 4:30 PM ET Today

RCI Reports 1Q25 Results, Hosts X Spaces Call at 4:30 PM ET Today HOUSTON—February 10, 2025—RCI Hospitality Holdings, Inc.

February 10, 2025 8-K

Current Report

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

January 27, 2025 EX-16.1

Letter from Marcum LLP to the Securities and Exc

January 24, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by RCI Hospitality Holdings, Inc. under Item 4.01 of its Form 8-K dated January 22, 2025. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of RCI Hospitality Holdings, Inc. c

January 27, 2025 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 22, 2025 RCI HOSPITALITY

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 22, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 8, 2025 EX-99.1

RCI Reports 1Q25 Club & Restaurant Sales

RCI Reports 1Q25 Club & Restaurant Sales HOUSTON—January 8, 2025—RCI Hospitality Holdings, Inc.

January 8, 2025 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 8, 2025 RCI HOSPITALITY H

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, 2025 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

December 16, 2024 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name State of Organization 5054 W 38th, Inc. Indiana 10557 Wireway, Inc. Texas 12-18 Lagrange Street, Inc. Massachusetts 12291 CBW LLC Texas 183 Landco, Inc. Texas 200 Riverside, Inc. Maine 2151 Manana, Inc. Texas 7916 Pendleton, Inc. Indiana A & D Interests, Inc. Texas Amarci Group, LLC Nevada Baby Dolls Topless Saloons, Inc. Texas BB LQ PRMT San Antoni

December 16, 2024 10-K

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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact name of reg

December 16, 2024 EX-99.1

Capital Allocation Priorities (% of FCF)

RCI Reports 4Q24 & FY24 Results, Launches 5-Year Capital Allocation Plan, Hosts 4:30 PM ET X Spaces Call Today HOUSTON—December 16, 2024—RCI Hospitality Holdings, Inc.

December 16, 2024 8-K

Current Report

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 16, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

December 16, 2024 EX-19.1

olicy on Insider Trading

RCI Hospitality Holdings, Inc. POLICY ON INSIDER TRADING (AMENDED AND RESTATED) This Policy, as amended and restated, was unanimously adopted by the Board of Directors of RCI Hospitality Holdings, Inc. on November 24, 2020. It applies to key employees and consultants as determined by the Chief Compliance Officer, directors and executive officers of the Company. RCI Hospitality Holdings, Inc. and i

November 7, 2024 EX-1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

EXHIBIT 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

November 7, 2024 SC 13G

RICK / RCI Hospitality Holdings, Inc. / Progeny 3, Inc. - SCHEDULE 13G Passive Investment

SC 13G 1 p50757930a.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* RCI Hospitality Holdings, Inc. (Name of Issuer) Units (Title of Class of Securities) 74934Q108 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

October 8, 2024 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): October 8, 2024 RCI HOSPITALITY H

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 8, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

October 8, 2024 EX-99.1

RCI Reports 4Q24 Club & Restaurant Sales and Share Buybacks

RCI Reports 4Q24 Club & Restaurant Sales and Share Buybacks HOUSTON—October 8, 2024—RCI Hospitality Holdings, Inc.

September 9, 2024 EX-99.1

RCI to Participate at H.C. Wainwright 26th Annual Investment Conference

RCI to Participate at H.C. Wainwright 26th Annual Investment Conference HOUSTON – September 9, 2024 – RCI Hospitality Holdings, Inc. (Nasdaq: RICK) announced it will be featured as a presenting company at the H.C. Wainwright 26th Annual Global Investment Conference Monday-Wednesday this week in New York City. The conference is being held at the Lotte New York Palace Hotel at 455 Madison Avenue. Vi

September 9, 2024 EX-99.2

Building a portfolio of well-managed, high cash-flowing nightclubs & sports-bar restaurants NASDAQ: RICK | H. C. Wainwright Conference | September 9-11, 2024 | www.rcihospitality.com | @RCIHHinc Forward-Looking Statements This presentation contains f

rick-xhcw2024september20 Building a portfolio of well-managed, high cash-flowing nightclubs & sports-bar restaurants NASDAQ: RICK | H.

September 9, 2024 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 9, 2024 RCI HOSPITALITY

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 9, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

September 5, 2024 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 5, 2024 RCI HOSPITALITY

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 5, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

September 5, 2024 EX-10.2

Employment Agreement of Travis Reese

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is executed as of September 5, 2024, to be effective as of September 1, 2024, by and between RCI HOSPITALITY HOLDINGS, INC.

September 5, 2024 EX-10.1

Employment Agreement of Eric Langan

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is executed as of September 5, 2024, to be effective as of September 1, 2024, by and between RCI HOSPITALITY HOLDINGS, INC.

August 29, 2024 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): August 28, 2024 RCI HOSPITALITY H

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 28, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

August 8, 2024 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact na

August 8, 2024 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): August 8, 2024 RCI HOSPITALITY HO

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, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

August 8, 2024 EX-99.1

RCI Reports 3Q24 Results; X Spaces Call at 4:30 PM ET Today

RCI Reports 3Q24 Results; X Spaces Call at 4:30 PM ET Today HOUSTON—August 8, 2024—RCI Hospitality Holdings, Inc.

July 17, 2024 DEFR14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Co

July 16, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Co

July 11, 2024 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): July 11, 2024 RCI HOSPITALITY HOL

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): July 11, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

July 11, 2024 EX-99.1

RCI Reports 3Q24 Club & Restaurant Sales & Other Updates

RCI Reports 3Q24 Club & Restaurant Sales & Other Updates HOUSTON—July 11, 2024—RCI Hospitality Holdings, Inc.

May 24, 2024 8-K

Current Report

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 24, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissio

May 24, 2024 EX-99.1

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION SHIVA STEIN and KEVIN McCARTY, Derivatively on Behalf of RCI HOSPITALITY HOLDINGS, INC.

May 9, 2024 EX-99.1

RCI Reports 2Q24 Results; X Spaces Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight

RCI Reports 2Q24 Results; X Spaces Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON—May 9, 2024—RCI Hospitality Holdings, Inc.

May 9, 2024 8-K

Current Report

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, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commission

May 9, 2024 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact n

May 3, 2024 EX-10.3

Absolute Unconditional and Continuing Guaranty of Eric S. Langan

ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 30th day of April, 2024 (the “Guaranty”), is executed by ERIC LANGAN (whether one or more, herein referred to as the “Guarantor”), in favor of CENTENNIAL BANK (“Creditor” or “Lender”).

May 3, 2024 EX-10.2

Absolute Unconditional and Continuing Guaranty of RCI Hospitality Holdings, Inc.

ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 30th day of April, 2024 (the “Guaranty”), is executed by RCI HOSPITALITY HOLDINGS, INC.

May 3, 2024 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 RCI HOSPITALITY HO

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 30, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

May 3, 2024 EX-4.1

Incorporated by reference from Form 8-K filed with the SEC on May 3, 2024) *

PROMISSORY NOTE $20,000,000.00 Executed in the City of Houston, State of Texas Dated as of April 30th, 2024 The undersigned, RCI HOLDINGS, INC., a Texas corporation (“Maker” or “Borrower”), promises to pay to the order of CENTENNIAL BANK (hereinafter, together with any holder hereof, called, “Payee” or “Lender” or “Holder”), at its office at 2101 West Commercial Boulevard, Suite 5000, Fort Lauderd

May 3, 2024 EX-10.1

Loan Agreement between RCI Holdings, Inc. and Centennial Bank

LOAN AGREEMENT THIS LOAN AGREEMENT (this “Loan Agreement” or this “Agreement”) is made and entered into as of the 30th day of April, 2024, by and between CENTENNIAL BANK (“Lender” or “Secured Party”), and RCI HOLDINGS, INC.

April 9, 2024 EX-99.1

RCI Reports 2Q24 Sales, Development Updates & Share Buybacks; Holding X Spaces Call at 4:30 PM ET Today

RCI Reports 2Q24 Sales, Development Updates & Share Buybacks; Holding X Spaces Call at 4:30 PM ET Today HOUSTON—April 9, 2024—RCI Hospitality Holdings, Inc.

April 9, 2024 8-K

Current Report

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 9, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

February 14, 2024 EX-1

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

EX-1 2 ex1.htm JOINT ACQUISITION STATEMENT ADW Capital Partners, L.P PAGE 9 OF 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigne

February 14, 2024 SC 13G/A

RICK / RCI Hospitality Holdings, Inc. / ADW Capital Partners, L.P. - AMENDMENT NO. 4 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* RCI Hospitality Holdings, Inc. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 74934Q108 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the ru

February 13, 2024 SC 13G

RICK / RCI Hospitality Holdings, Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: RCI Hospitality Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 74934Q108 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1

February 8, 2024 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exac

February 8, 2024 8-K

Current Report

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

February 8, 2024 EX-99.1

RCI Reports 1Q24 Results; X Spaces Call at 4:30 PM ET Today

RCI Reports 1Q24 Results; X Spaces Call at 4:30 PM ET Today HOUSTON—February 8, 2024—RCI Hospitality Holdings, Inc.

January 9, 2024 EX-99.1

RCI Reports 1Q24 Club & Restaurant Sales

RCI Reports 1Q24 Club & Restaurant Sales HOUSTON—January 9, 2024—RCI Hospitality Holdings, Inc.

January 9, 2024 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 9, 2024 RCI HOSPITALITY H

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, 2024 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

December 14, 2023 EX-99.1

RCI Reports 4Q23 & FY23 Results; X Spaces Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight

RCI Reports 4Q23 & FY23 Results; X Spaces Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON—December 14, 2023—RCI Hospitality Holdings, Inc.

December 14, 2023 10-K

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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact name of reg

December 14, 2023 EX-97

(Incorporated by reference from Form 10-K filed with the SEC on December 14, 202

RCI HOSPITALITY HOLDINGS, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED INCENTIVE COMPENSATION (Adopted November 30, 2023) 1. INTRODUCTION RCI Hospitality Holdings, Inc. (the “Company”) is adopting this policy (this “Policy”) to provide for the Company’s recovery of certain Incentive Compensation (as defined below) awarded to Affected Officers and Key Employees (as defined below) under certain c

December 14, 2023 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): December 14, 2023 RCI HOSPITALITY

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 14, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

December 14, 2023 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name State of Organization 10557 Wireway, Inc. Texas 12-18 Lagrange Street, Inc. Massachusetts 12291 CBW LLC Texas 183 Landco, Inc. Texas 200 Riverside, Inc. Maine 2151 Manana, Inc. Texas 7916 Pendleton, Inc. Indiana A & D Interests, Inc. Texas Baby Dolls Topless Saloons, Inc. Texas BB LQ PRMT San Antonio 1, LLC Texas BB San Antonio 1, LLC Texas BD Hospi

October 26, 2023 EX-4.2

Amended and Restated 12% Unsecured Promissory Note (form of amortizing payment schedule version of the note) (Incorporated by reference from Form 8-K filed with the SEC on October 26, 2023) *

[FORM OF] THIS AMENDED AND RESTATED 12% UNSECURED PROMISSORY NOTE (THE “12% PROMISSORY NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR THE SECURITIES LAWS OF ANY STATE.

October 26, 2023 EX-99.1

RCI Announces $15.7 Million Debt Modification to Free Up More Cash to Buy Back Shares

RCI Announces $15.7 Million Debt Modification to Free Up More Cash to Buy Back Shares HOUSTON, October 26, 2023 — RCI Hospitality Holdings, Inc. (Nasdaq: RICK) announced the modification of $15.7 million in debt due October 2024, extending maturities of the notes to free up more cash to buy back shares. This was the next large piece of debt set to mature for the company. The amended promissory not

October 26, 2023 EX-4.1

Amended and Restated 12% Unsecured Promissory Note (form of interest-only version of the note) (Incorporated by reference from Form 8-K filed with the SEC on October 26, 2023) *

[FORM OF] THIS AMENDED AND RESTATED 12% UNSECURED PROMISSORY NOTE (THE “12% PROMISSORY NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), OR THE SECURITIES LAWS OF ANY STATE.

October 26, 2023 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): October 25, 2023 RCI HOSPITALITY

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 25, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

October 10, 2023 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): October 10, 2023 RCI HOSPITALITY

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 10, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

October 10, 2023 EX-99.1

RCI Reports 4Q23 Club & Restaurant Sales and Share Buybacks

RCI Reports 4Q23 Club & Restaurant Sales and Share Buybacks HOUSTON—October 10, 2023—RCI Hospitality Holdings, Inc.

September 11, 2023 EX-99.1

Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK | H.C. Wainwright Conference | Sept. 11-12, 2023 | www.rcihospitality.com | @RCIHHinc Forward-Looking Statements This presentation contains forward-lookin

Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK | H.

September 11, 2023 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 11, 2023 RCI HOSPITALIT

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 11, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Com

August 30, 2023 EX-10.1

Employment Agreement of Bradley Chhay

EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), is effective as of August 28, 2023, by and between RCI HOSPITALITY HOLDINGS, INC.

August 30, 2023 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): August 28, 2023 RCI HOSPITALITY H

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 28, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

August 9, 2023 EX-99.1

RCI Reports 3Q23 Results: Total Revenues $77.1M, GAAP EPS $0.96, Non-GAAP EPS $1.30

RCI Reports 3Q23 Results: Total Revenues $77.1M, GAAP EPS $0.96, Non-GAAP EPS $1.30 Conference Call on X (formerly Twitter) Spaces at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON—August 9, 2023—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-Q for the fiscal 2023 third quarter ended June 30, 2023. Summary Financials (in millions except EPS

August 9, 2023 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact na

August 9, 2023 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): August 9, 2023 RCI HOSPITALITY HO

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 9, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

July 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Co

July 12, 2023 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): July 11, 2023 RCI HOSPITALITY HOL

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): July 11, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

July 12, 2023 EX-99.1

RCI Reports 3Q23 Club & Restaurant Sales

RCI Reports 3Q23 Club & Restaurant Sales HOUSTON—July 11, 2023—RCI Hospitality Holdings, Inc.

May 10, 2023 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact n

May 10, 2023 8-K

Current Report

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 10, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissio

May 10, 2023 EX-99.1

RCI Reports 2Q23 Results: Total Revenues $71.5M, GAAP EPS $0.83, Non-GAAP EPS $1.30

RCI Reports 2Q23 Results: Total Revenues $71.5M, GAAP EPS $0.83, Non-GAAP EPS $1.30 Twitter Spaces Conference Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON—May 10, 2023—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-Q for the fiscal 2023 second quarter ended March 31, 2023. Summary Financials 2Q23 Change YoY 6M23 Change YoY Total R

March 17, 2023 EX-4.2

Promissory Note (Real Estate) with Duncan Burch dated March 16, 2023 (Incorporated by reference from Form 8-K filed with the SEC on March 17, 2023) *

PROMISSORY NOTE Date: March 16, 2023 Principal Amount of Note: $5,000,000.00 Place of Payment: P.O. Box 542225, Dallas, Texas 75354 RCI Holdings, Inc, a Texas Corporation, (“Payor”), for value received promises to pay to the order of Duncan Burch (“Holder”), in lawful money of the United States of America, the principal sum of Five Million Dollars ($5,000,000.00), together with interest thereon fr

March 17, 2023 EX-10.1

Form of Absolute Unconditional and Continuing Guaranty of Burch Management Company, Inc. dated March 16, 2023 (Incorporated by reference from Form 8-K filed with the SEC on March 17, 2023) *

ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 16th day of March, 2023 (the "Guaranty"), is executed by BURCH MANAGEMENT COMPANY, INC.

March 17, 2023 EX-99.1

RCI Announces Closing on the Acquisition of Five Adult Nightclubs in Texas

RCI Announces Closing on the Acquisition of Five Adult Nightclubs in Texas HOUSTON, March 16, 2023— RCI Hospitality Holdings, Inc.

March 17, 2023 EX-4.1

Form of Promissory Note dated March 16, 2023 (in connection with Baby Dolls/Chicas Locas acquisition transaction) (Incorporated by reference from Form 8-K filed with the SEC on March 17, 2023) *

PROMISSORY NOTE Date: March 16, 2023 Principal Amount: $[] Place of Payment: P.O. Box 542225, Dallas, Texas 75354 [] (“Payor”), for value received promises to pay to the order of [] (“Holder”), in lawful money of the United States of America, the principal sum of [] ($[]), together with interest thereon from the date hereof at the fixed interest rate of seven percent (7%) per annum and shall be du

March 17, 2023 EX-10.4

Non-Competition Agreement with Duncan Burch dated March 16, 2023 (Incorporated by reference from Form 8-K filed with the SEC on March 17, 2023) *

NON-COMPETITION AGREEMENT This Non-Competition Agreement dated March 16, 2023 (the “Non-Competition Agreement”) is by and among RCI Hospitality Holdings, Inc.

March 17, 2023 EX-10.3

Lock-Up Agreement with Duncan Burch dated March 16, 2023 (Incorporated by reference from Form 8-K filed with the SEC on March 17, 2023) *

LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of the date set forth on the signature page below, between RCI HOSPITALITY HOLDINGS, INC.

March 17, 2023 EX-10.2

Form of Absolute Unconditional and Continuing Guaranty of BD Hospitality Acquisition, Inc. dated March 16, 2023 (Incorporated by reference from Form 8-K filed with the SEC on March 17, 2023) *

ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE, UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 16th day of March, 2023 (the "Guaranty"), is executed by BD HOSPITALITY ACQUISITION, INC.

March 17, 2023 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): March 16, 2023 RCI HOSPITALITY HO

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, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

March 15, 2023 EX-4.1

Revolving Promissory Note for $10,000,000 with Centennial Bank (Incorporated by reference from Form 8-K filed with the SEC on March 15, 2023) *

REVOLVING PROMISSORY NOTE $10,000,000.00 Executed in the City of Houston, State of Texas Dated as of March 9, 2023 The undersigned, RCI HOLDINGS, INC., a Texas corporation (“Maker” or “Borrower”), promises to pay to the order of CENTENNIAL BANK (hereinafter, together with any holder hereof, called, “Payee” or “Lender” or “Holder”), at its office at 2101 West Commercial Boulevard, Suite 5000, Fort

March 15, 2023 EX-10.3

Absolute Unconditional and Continuing Guaranty of Eric Langan (Incorporated by reference from Form 8-K filed with the SEC on March 15, 2023) *

ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 9th day of March, 2023 (the “Guaranty”), is executed by ERIC LANGAN (whether one or more, herein referred to as the “Guarantor”), in favor of CENTENNIAL BANK (“Creditor” or “Lender”).

March 15, 2023 EX-10.1

Loan Agreement with Centennial Bank (Incorporated by reference from Form 8-K filed with the SEC on March 15, 2023) *

EX-10.1 3 ex101loanagreement.htm EX-10.1 LOAN AGREEMENT THIS LOAN AGREEMENT (this “Loan Agreement” or this “Agreement”) is made and entered into as of the 9th day of March, 2023, by and between CENTENNIAL BANK (“Lender” or “Secured Party”), and RCI HOLDINGS, INC., a Texas corporation (“Borrower” or “Debtor”). W I T N E S S E T H: WHEREAS, Borrower is simultaneously herewith executing that certain

March 15, 2023 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): March 9, 2023 RCI HOSPITALITY HOL

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 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

March 15, 2023 EX-10.2

Absolute Unconditional and Continuing Guaranty of RCI Hospitality Holdings, Inc. (Incorporated by reference from Form 8-K filed with the SEC on March 15, 2023) *

ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 9th day of March, 2023 (the “Guaranty”), is executed by RCI HOSPITALITY HOLDINGS, INC.

February 28, 2023 EX-10.6

Second Amendment to Intellectual Property Purchase Agreement with HQ Real Estate Management LLC dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Second Amendment to Intellectual Property Purchase Agreement is made and entered into this 27th day of February, 2023, by and among HQ Real Estate Management LLC, a Texas limited liability company (the “Company”) and RCI Hospitality Holdings, Inc.

February 28, 2023 EX-10.8

Second Amendment to Asset Purchase Agreement with ECAL-D&D, Inc. dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement is made and entered into this 27th day of February, 2023, by and among ECAL-D&D, Inc.

February 28, 2023 EX-10.2

Second Amendment to Asset Purchase Agreement with DB Entertainment, Inc. dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement is made and entered into this 27th day of February, 2023, by and among DB Entertainment, Inc.

February 28, 2023 EX-10.5

Third Amendment to Asset Purchase Agreement with T AND N, INCORPORATED dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT This Third Amendment to Asset Purchase Agreement is made and entered into this 27th day of February, 2023, by and among T AND N, INCORPORATED, a Texas corporation (the “Company”), and RCI Dining Services (Majesty), Inc.

February 28, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 RCI HOSPITALITY

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

February 28, 2023 EX-10.1

Second Amendment to Asset Purchase Agreement with TTNA, Inc. dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement is made and entered into this 27th day of February, 2023, by and among TTNA, Inc.

February 28, 2023 EX-10.9

Second Amendment to Purchase and Sale Agreement with Duncan Burch dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to the Purchase and Sale Agreement is made and entered into this 27th day of February, 2023, by and among Duncan Burch, an individual (“Burch”), and RCI Holdings, Inc.

February 28, 2023 EX-10.3

Second Amendment to Asset Purchase Agreement with Duncan Burch, Inc. dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement is made and entered into this 27th day of February, 2023, by and among Duncan Burch, Inc.

February 28, 2023 EX-10.7

Second Amendment to Intellectual Property Purchase Agreement with ERAF, Inc. dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Second Amendment to Intellectual Property Purchase Agreement is made and entered into this 27th day of February, 2023, by and among ERAF, Inc.

February 28, 2023 EX-10.4

Second Amendment to Asset Purchase Agreement with Millennium Restaurants Group, Inc. dated February 27, 2023 (Incorporated by reference from Form 8-K filed with the SEC on February 28, 2023) *

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement is made and entered into this 27th day of February, 2023, by and among Millennium Restaurants Group, Inc.

February 13, 2023 SC 13G/A

RICK / RCI Hospitality Holdings Inc / ADW Capital Partners, L.P. - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 rick-sc13ga123122.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* RCI Hospitality Holdings, Inc. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 74934Q108 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of thi

February 9, 2023 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exac

February 9, 2023 EX-99.1

RCI Reports 1Q23 Results: Total Revenues $70.0M, GAAP EPS $1.11, Non-GAAP EPS $1.19

RCI Reports 1Q23 Results: Total Revenues $70.0M, GAAP EPS $1.11, Non-GAAP EPS $1.19 Twitter Spaces Conference Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON—February 9, 2023—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-Q for the fiscal 2023 first quarter ended December 31, 2022. Summary Financials 1Q23 Change YoY Total Revenues $7

February 9, 2023 8-K

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 RCI HOSPITALITY

United States Securities and Exchange Commission Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 27, 2023 EX-10.5

Second Amendment to Asset Purchase Agreement with T AND N, INCORPORATED dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT This Second Amendment to Asset Purchase Agreement (the “Second Amendment”) is made and entered into this 25 day of January, 2023, by and among T AND N, INCORPORATED, a Texas corporation (the “Company”), and RCI Dining Services (Majesty), Inc.

January 27, 2023 EX-10.8

Amendment to Asset Purchase Agreement with ECAL-D&D, Inc. dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into this 25 day of January, 2023, by and among ECAL-D&D, Inc.

January 27, 2023 EX-10.6

Amendment to Intellectual Property Purchase Agreement with HQ Real Estate Management LLC dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

EX-10.6 7 ex106amendmenttointellect.htm EX-10.6 AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Amendment to Intellectual Property Purchase Agreement (the “Amendment”) is made and entered into this 25 day of January, 2023, by and among HQ Real Estate Management LLC, a Texas limited liability company (the “Company”) and RCI Hospitality Holdings, Inc., a Texas corporation (the “Purchaser”

January 27, 2023 EX-10.2

Amendment to Asset Purchase Agreement with DB Entertainment, Inc. dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into this 25 day of January, 2023, by and among DB Entertainment, Inc.

January 27, 2023 EX-10.9

Amendment to Purchaser and Sale Agreement with Duncan Burch dated January 26, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

AMENDMENT TO PURCHASE AND SALE AGREEMENT This Amendment to the Purchase and Sale Agreement (the “Amendment”) is made and entered into this 26 day of January, 2023, by and among Duncan Burch, an individual (“Burch”), and RCI Holdings, Inc.

January 27, 2023 EX-10.4

Amendment to Asset Purchase Agreement with Millennium Restaurants Group, Inc. dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

EX-10.4 5 ex104amendmenttoassetpurc.htm EX-10.4 AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into this 25 day of January, 2023, by and among Millennium Restaurants Group, Inc., a Texas corporation (the “Company”), and RCI Dining Services (Composite), Inc., a Texas corporation (the “Purchaser”). The Company and the Purchaser

January 27, 2023 8-K

Current Report

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, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 27, 2023 EX-10.1

Amendment to Asset Purchase Agreement with TTNA, Inc. dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into this 25 day of January, 2023, by and among TTNA, Inc.

January 27, 2023 EX-10.3

Amendment to Asset Purchase Agreement with Duncan Burch, Inc. dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

EX-10.3 4 ex103amendmenttoassetpurc.htm EX-10.3 AMENDMENT TO ASSET PURCHASE AGREEMENT This Amendment to Asset Purchase Agreement (the “Amendment”) is made and entered into this 25 day of January, 2023, by and among Duncan Burch, Inc., a Texas corporation (the “Company”), and RCI Dining Services (Southwest Freeway), Inc., a Texas corporation (the “Purchaser”). The Company and the Purchaser are some

January 27, 2023 EX-10.7

Amendment to Intellectual Property Purchase Agreement with ERAF, Inc. dated January 25, 2023 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2023) *

AMENDMENT TO INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Amendment to Intellectual Property Purchase Agreement (the “Amendment”) is made and entered into this 25 day of January, 2023, by and among ERAF, Inc.

January 13, 2023 EX-16.1

to the Securities and Exchange Commission

EX-16.1 2 rick-exhibit16letter.htm EX-16.1 January 13, 2023 Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549 Commissioners: We have read the statements made by RCI Hospitality Holdings, Inc. under Item 4.01 of its Form 8-K dated January 13, 2023. We agree with the statements concerning our firm in such Form 8-K; we are not in a position to agree or disagree with other sta

January 13, 2023 8-K

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): January 12, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 11, 2023 EX-99.1

RCI Reports 1Q23 Club & Restaurant Sales

Exhibit 99.1 RCI Reports 1Q23 Club & Restaurant Sales HOUSTON—January 10, 2023—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported sales for its Nightclubs and Bombshells restaurants of $69.2 million for the fiscal first quarter ended December 31, 2022, a 13.3% year-over-year increase. Sales do not include non-core operations and are preliminary and subject to final closing. Full 1Q23 financial

January 11, 2023 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 10, 2023 RCI HOSPITALITY

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 10, 2023 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 11, 2023 EX-99.2

NASDAQ: RICK | Granite Conference Series | January 11-12, 2023 | www.rcihospitality.com | @RCIHHinc Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants Forward-Looking Statements This presentation contains forward-looki

NASDAQ: RICK | Granite Conference Series | January 11-12, 2023 | www.rcihospitality.com | @RCIHHinc Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements reg

December 15, 2022 EX-10.9

Purchase and Sale Agreement with Duncan Burch dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

EX-10.9 10 ex109-realestatepurchasean.htm EX-10.9 Exhibit 10.9 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of the Effective Date (as defined below), by and between RCI Holdings, Inc. a Texas corporation, with offices at 10737 Cutten Road, Houston, Harris County, Texas 77066, (“Buyer”), and DUNCAN BURCH, an individual, at 1418 Dudley D

December 15, 2022 EX-10.10

Cooperation Agreement dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.10 COOPERATION AGREEMENT THIS COOPERATION AGREEMENT (this ?Agreement?), dated as of December , 2022 (the ?Effective Date?), is by and among Duncan Burch, an individual (?Burch?), Burch Management Company, Inc., a Texas corporation (?Burch Management?), TTNA, Inc., a Texas corporation (?TTNA?), DB Entertainment, Inc., a Texas corporation (?DB Entertainment?), Duncan Burch, Inc., a Texas

December 15, 2022 EX-10.5

Asset Purchase Agreement with T&N, Inc. dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.5 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among T& N, Inc., a Texas corporation (the ?Company?), and RCI Dining Service (Majesty), Inc., a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter collectively referred to as the ?Parties.? WHEREAS, BD Hospitali

December 15, 2022 EX-10.4

Asset Purchase Agreement with Millennium Restaurants Group, Inc. dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.4 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among Millennium Restaurants Group, Inc., a Texas corporation (the ?Company?), and RCI Dining Service (Composite), Inc., a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter collectively referred to as the ?Parti

December 15, 2022 EX-10.6

Intellectual Property Purchase Agreement with HQ Real Estate Management LLC dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.6 INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Intellectual Property Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among HQ Real Estate Management LLC, a Texas limited liability company (the ?Company?), and RCI Hospitality Holdings. Inc. , a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter co

December 15, 2022 EX-10.7

Intellectual Property Purchase Agreement with ERAF, Inc. dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.7 INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Intellectual Property Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among ERAF, Inc., a Texas corporation (the ?Company?), and RCI Hospitality Holdings. Inc., a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter collectively referred to as the ?Par

December 15, 2022 EX-10.8

Asset Purchase Agreement with ECAL-D&D, Inc. dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.8 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among ECAL-D&D, Inc., a Texas corporation (the ?Company?), and BD Hospitality Acquisition, Inc., a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter collectively referred to as the ?Parties.? WHEREAS, the Compan

December 15, 2022 EX-99.1

RCI Announces Definitive Agreements to Acquire Five Adult Nightclubs in Texas

Exhibit 99.1 RCI Announces Definitive Agreements to Acquire Five Adult Nightclubs in Texas HOUSTON, December 13, 2022? RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today announced the signing of definitive agreements to acquire two Baby Dolls and three Chicas Locas adult nightclubs and their associated real estate in the Dallas-Fort Worth and Houston markets. The acquisition would be RCI?s second

December 15, 2022 EX-10.2

Asset Purchase Agreement with DB Entertainment, Inc. dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among DB Entertainment, Inc., a Texas corporation (the ?Company?), and RCI Dining Service (Euless), Inc., a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter collectively referred to as the ?Parties.? WHEREAS, B

December 15, 2022 EX-10.1

Asset Purchase Agreement with TTNA, Inc. dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among TTNA, Inc., a Texas corporation (the ?Company?), and ST Dining Services, Inc., a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter collectively referred to as the ?Parties.? WHEREAS, BD Hospitality Acquisi

December 15, 2022 EX-10.3

Asset Purchase Agreement with Duncan Burch, Inc. dated December 12, 2022 (Incorporated by reference from Form 8-K filed with the SEC on December 15, 2022) *

Exhibit 10.3 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this day of December, 2022, by and among Duncan Burch, Inc., a Texas corporation (the ?Company?), and RCI Dining Service (Southwest Freeway), Inc., a Texas corporation (the ?Purchaser?). The Company and the Purchaser are sometimes hereinafter collectively referred to as the ?Parties.? WHE

December 15, 2022 8-K

Entry into a Material Definitive Agreement

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 12, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

December 14, 2022 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name State of Organization 10557 Wireway, Inc. Texas 12291 CBW LLC Texas 183 Landco, Inc. Texas 200 Riverside, Inc. Maine 2023 Sable Lane, Inc. Texas 2151 Manana, Inc. Texas 5268 Newburgh, Inc. New York 7916 Pendleton, Inc. Indiana BD Hospitality Acquisition, Inc. Texas BGC 135 9th Street, Inc. Pennsylvania Big Sky Dining Services (Louisville), Inc. Kent

December 14, 2022 EX-99.1

RCI Reports 4Q22 Results: Total Revenues $71.4M, GAAP EPS $1.15, Non-GAAP EPS $1.45

RCI Reports 4Q22 Results: Total Revenues $71.4M, GAAP EPS $1.15, Non-GAAP EPS $1.45 Twitter Spaces Conference Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON?December 14, 2022?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-K for the fiscal 2022 fourth quarter and year ended September 30, 2022. Summary Financials 4Q22 Change YoY FY22

December 14, 2022 10-K

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 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 o Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact name of reg

December 14, 2022 8-K

Current Report

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 14, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

November 2, 2022 SC 13G/A

RICK / RCI Hospitality Holdings Inc / LOWRIE TROY H - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) RCI Hospitality Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74934Q108 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ? Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1(d)

October 12, 2022 EX-99.2

NASDAQ: RICK | Granite Conference Series | October 12-13, 2022 | www.rcihospitality.com Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants Forward-Looking Statements This presentation contains forward-looking statement

NASDAQ: RICK | Granite Conference Series | October 12-13, 2022 | www.rcihospitality.com Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants Forward-Looking Statements This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding plans

October 12, 2022 EX-99.1

RCI Reports 4Q22 Club & Restaurant Sales, Share Buybacks & Year-End Cash Position

RCI Reports 4Q22 Club & Restaurant Sales, Share Buybacks & Year-End Cash Position HOUSTON?October 11, 2022?RCI Hospitality Holdings, Inc.

October 12, 2022 8-K

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): October 11, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

August 25, 2022 8-K

Current Report

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 23, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commis

August 25, 2022 EX-10.1

Employment Agreement of

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), is executed as of August 25, 2022 to be effective as of September 1, 2022, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the ?Company?), and ERIC LANGAN (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive as provided herein, and Executive desires to accept such

August 25, 2022 EX-10.3

Employment Agreement of

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), is executed as of August 25, 2022 to be effective as of September 1, 2022, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the ?Company?), and TRAVIS REESE (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive as provided herein, and Executive desires to accept such

August 25, 2022 EX-10.2

Employment Agreement of Bradley Chhay

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), is executed as of August 25, 2022 to be effective as of September 1, 2022, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the ?Company?), and BRADLEY CHHAY (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive as provided herein, and Executive desires to accept suc

August 9, 2022 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact na

August 9, 2022 EX-99.1

Amount % of Revenue Amount % of Revenue Amount % of Revenue Amount % of Revenue Revenues Sales of alcoholic beverages 29,738$ 42.1% 25,092$ 43.4% 83,504$ 42.6% 62,725$ 44.7% Sales of food and merchandise 11,574 16.4% 12,058 20.8% 33,628 17.1% 30,205

Exhibit 99.1 RCI Reports 3Q22 Results: Total Revenues $70.7M, GAAP EPS $1.48, Non-GAAP EPS $1.60 Twitter Spaces Conference Call at 4:30 PM ET Today; Meet Management at 7 PM ET Tonight HOUSTON?August 9, 2022?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-Q for the fiscal 2022 third quarter and nine months ended June 30, 2022. Summary Financials 3Q22 Chang

August 9, 2022 8-K

Current Report

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 9, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

July 13, 2022 EX-99.1

Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK Granite Conference Series July 13-14, 2022 www.rcihospitality.com Forward-Looking Statements This presentation contains forward-looking statements within

Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK Granite Conference Series July 13-14, 2022 www.

July 13, 2022 8-K

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): July 13, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

July 12, 2022 EX-99.1

RCI Reports 3Q22 Club & Restaurant Sales and Share Buybacks

RCI Reports 3Q22 Club & Restaurant Sales and Share Buybacks Twitter Spaces Conference Call Today at 10:30 AM ET HOUSTON?July 12, 2022?RCI Hospitality Holdings, Inc.

July 12, 2022 8-K

Current Report

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): July 12, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

July 12, 2022 EX-99.2

Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK 3Q22 Sales Twitter Spaces Call July 12, 2022 www.rcihospitality.com Today’s Speakers: Management 2 Eric Langan President & CEO RCI Hospitality Holdings, I

EX-99.2 3 rick-x3q22salestwittersp.htm EX-99.2 Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK 3Q22 Sales Twitter Spaces Call July 12, 2022 www.rcihospitality.com Today’s Speakers: Management 2 Eric Langan President & CEO RCI Hospitality Holdings, Inc. @RicksCEO Bradley Chhay Chief Financial Officer RCI Hospitality Holdings, Inc. @BradleyChhay Travis

July 11, 2022 DEF 14A

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

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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,

June 10, 2022 EX-1

Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT ADW Capital Partners, L.P. SC 13G/A PAGE 9 OF 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the

June 10, 2022 SC 13G/A

RICK / RCI Hospitality Holdings Inc / ADW Capital Partners, L.P. - AMENDMENT TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* RCI Hospitality Holdings, Inc. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 74934Q108 (CUSIP Number) May 6, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

May 9, 2022 8-K

Current Report

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, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commission

May 9, 2022 EX-99.1

RCI Reports 2Q22 Results: Total Revenues $63.7M, GAAP EPS $1.15, Non-GAAP EPS $1.19

RCI Reports 2Q22 Results: Total Revenues $63.7M, GAAP EPS $1.15, Non-GAAP EPS $1.19 First Company to Use Twitter Spaces for Earnings Call ? Today at 4:30 PM ET HOUSTON?May 9, 2022?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results and filed its Form 10-Q for the fiscal 2022 second quarter and six months ended March 31, 2022. Summary Financials 2Q22 Change YoY 6M22 Change YoY Tota

May 9, 2022 10-Q

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 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact n

May 6, 2022 8-K

Current Report

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 2, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commission

April 20, 2022 EX-99.1

RCI to Participate in Noble Capital Markets Conference on April 20-21, 2022

RCI to Participate in Noble Capital Markets Conference on April 20-21, 2022 HOUSTON?April 14, 2022?RCI Hospitality Holdings, Inc.

April 20, 2022 8-K

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): April 20, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

April 20, 2022 EX-99.2

Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK NobleCon18 April 20-21, 2022 www.rcihospitality.com Forward-Looking Statements This presentation contains forward-looking statements within the meaning of

Building a portfolio of well-managed, high cash-flowing nightclubs and restaurants NASDAQ: RICK NobleCon18 April 20-21, 2022 www.

April 12, 2022 EX-99.1

RCI Reports 2Q22 Club and Restaurant Sales; Strong Performance Continuing

RCI Reports 2Q22 Club and Restaurant Sales; Strong Performance Continuing HOUSTON?April 12, 2022?RCI Hospitality Holdings, Inc.

April 12, 2022 8-K

Current Report

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 12, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

February 18, 2022 CORRESP

RCI HOSPITALITY HOLDINGS, INC. 10737 Cutten Road Houston, Texas 77066 Telephone: (281) 397-6730 February 18, 2022

CORRESP 1 filename1.htm RCI HOSPITALITY HOLDINGS, INC. 10737 Cutten Road Houston, Texas 77066 Telephone: (281) 397-6730 February 18, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, D.C. 20549 Attention: Ms. Keira Nakada Ms. Linda Cvrkel Re: RCI Hospitality Holdings, Inc. Form 10-K for the Fiscal Year Ended September 30, 2021 Filed

February 14, 2022 SC 13G/A

RICK / RCI Hospitality Holdings Inc / ADW Capital Partners, L.P. - AMENDMENT TO SC 13G Passive Investment

SC 13G/A 1 rick-sc13ga123121.htm AMENDMENT TO SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* RCI Hospitality Holdings, Inc. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 74934Q108 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Sta

February 14, 2022 SC 13G/A

RICK / RCI Hospitality Holdings Inc / Greenhaven Road Investment Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RCI Hospitality Holdings, Inc. (Name of Issuer) common stock, $0.01 par value (Title of Class of Securities) 74934Q108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rul

February 14, 2022 EX-1

EXHIBIT 1

ADW Capital Partners, L.P. SC 13G/A EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional

February 9, 2022 EX-99.1

RCI HOSPITALITY HOLDINGS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)

Exhibit 99.1 RCI Reports 1Q22 Results HOUSTON?February 9, 2022?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the fiscal 2022 first quarter ended December 31, 2021, and filed its Form 10-Q. Highlights 1Q22 vs. 1Q21 ? Total revenues of $61.8 million vs. $38.4 million ? EPS of $1.12 vs. $1.07 ? Non-GAAP EPS* of $1.10 vs. $0.39 ? Net cash from operating activities of $16.3 m

February 9, 2022 8-K

Unregistered Sales of Equity Securities, 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): February 9, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

February 9, 2022 10-Q

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact name of registra

January 27, 2022 8-K

Entry into a Material Definitive Agreement

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 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 27, 2022 EX-10.02

Absolute Unconditional and Continuing Guaranty of RCI Hospitality Holdings, Inc. dated January 25, 2022 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2022) *

Exhibit 10.02 ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 25th day of January, 2022 (the ?Guaranty?), is executed by RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (whether one or more, herein referred to as the ?Guarantor?), in favor of CENTENNIAL BANK (?Creditor? or ?Lender?). W I T N E S S E T H : WHEREAS, RCI HOLDINGS

January 27, 2022 EX-4.01

Promissory Note for $18,740,000 with Centennial Bank (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2022) *

Exhibit 4.01 PROMISSORY NOTE $18,740,000.00 Executed in the City of Houston, State of Texas Dated as of January 25, 2022 The undersigned, RCI HOLDINGS, INC., a Texas corporation (?Maker? or ?Borrower?), promises to pay to the order of CENTENNIAL BANK (hereinafter, together with any holder hereof, called, ?Payee? or ?Lender? or ?Holder?), at its office at 6300 NE First Avenue, Suite 300, Fort Laude

January 27, 2022 EX-10.01

Loan Agreement between RCI Holdings, Inc. and Centennial Bank dated January 25, 2022 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2022) *

Exhibit 10.01 LOAN AGREEMENT THIS LOAN AGREEMENT (this ?Loan Agreement? or this ?Agreement?) is made and entered into as of the 25th day of January, 2022, by and between CENTENNIAL BANK (?Lender? or ?Secured Party?), and RCI HOLDINGS, INC., a Texas corporation (?Borrower? or ?Debtor?). W I T N E S S E T H: WHEREAS, Borrower is simultaneously herewith executing that certain Promissory Note in the p

January 27, 2022 EX-10.03

Absolute Unconditional and Continuing Guaranty of Eric S. Langan dated January 25, 2022 (Incorporated by reference from Form 8-K filed with the SEC on January 27, 2022) *

Exhibit 10.03 ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 25th day of January, 2022 (the ?Guaranty?), is executed by ERIC LANGAN (whether one or more, herein referred to as the ?Guarantor?), in favor of CENTENNIAL BANK (?Creditor? or ?Lender?). W I T N E S S E T H : WHEREAS, RCI HOLDINGS, INC., a Texas corporation (?Borrower?)

January 27, 2022 EX-99.1

RCI Announces Closing of $18.7 Million Bank Real Estate Loan

Exhibit 99.1 RCI Announces Closing of $18.7 Million Bank Real Estate Loan HOUSTON?January 26, 2022 ? RCI Hospitality Holdings, Inc. (Nasdaq: RICK) announced the closing of an $18.74 million, 5.25% fixed rate, 10-year commercial bank real estate loan (subject to one adjustment in five years), with a 20-year amortization schedule. The loan is secured by 11 properties, most of them acquired for cash

January 19, 2022 8-K

Current Report

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 19, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 19, 2022 EX-99.1

Presentation Slides - Investor Presentation, January 19-20, 2022

Exhibit 99.1

January 11, 2022 EX-99.1

RCI Reports Club and Restaurant Sales of $61.1 Million in 1Q22

EX-99.1 2 ex99-1.htm Exhibit 99.1 In the news release that RCI Hospitality Holdings, Inc. issued January 10, 2022 on PRNewswire, the last column of the table, which compares 1Q22 same-store sales to 1Q20, the row items for Combined, Nightclubs, and Bombshells have been corrected to +11.0%, +8.1%, and +21.1%, respectively. The complete, corrected release follows: RCI Reports Club and Restaurant Sal

January 11, 2022 8-K

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 11, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 11, 2022 EX-99.2

Corrected Presentation Slides - Investor Presentation

Exhibit 99.2

January 10, 2022 8-K

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 10, 2022 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

January 10, 2022 EX-99.2

Presentation Slides - Investor Presentation, January 10, 2022

Exhibit 99.2

January 10, 2022 EX-99.1

RCI Reports Club and Restaurant Sales of $61.1 Million in 1Q22

EX-99.1 2 ex99-1.htm Exhibit 99.1 RCI Reports Club and Restaurant Sales of $61.1 Million in 1Q22 HOUSTON—January 10, 2022—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported sales for its Nightclubs and Bombshells restaurants for the fiscal 2022 first quarter ended December 31, 2021. Eric Langan, President and CEO of RCI Hospitality Holdings, Inc., said, “We had a strong first quarter as we ben

December 14, 2021 EX-99.1

RCI HOSPITALITY HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share and percentage data)

EX-99.1 2 ex99-1.htm Exhibit 99.1 RCI Reports Record Fourth Quarter Revenues, Annual Revenues, and Cash Generation HOUSTON—December 14, 2021—RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the fiscal 2021 fourth quarter and year ended September 30, 2021, and filed its Form 10-K. 4Q21 Highlights FY21 Highlights ● Total revenues of $54.9 million vs. $28.8 million in 4Q20 ● T

December 14, 2021 10-K

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 ? Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact name of registrant as specifi

December 14, 2021 EX-21.1

Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of the Registrant Name State of Organization 10557 Wireway, Inc. Texas 1222 Glenarm, Inc. Colorado 12291 CBW LLC Texas 1401 Mississippi, Inc. Illinois 1443 Stout, Inc. Colorado 1601 West Evans, Inc. Colorado 200 Monsanto, Inc Illinois 200 Riverside, Inc. Maine 2023 Sable Lane, Inc. Texas 2151 Manana, Inc. Texas 227 East Market, Inc. Kentucky 3210 Yonkers, Inc. North Carol

December 14, 2021 8-K

Current Report

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 14, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Comm

November 17, 2021 SC 13G

RICK / RCI Hospitality Holdings Inc / LOWRIE TROY H - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) RCI Hospitality Holdings, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 74934Q108 (CUSIP Number) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ Rule 13d-1(c) ☐ Rule 13d-1(d) *

October 21, 2021 EX-10.5

Lock-Up Agreement between RCI Hospitality Holdings, Inc. and Family Dog, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 10.5 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (this ?Agreement?) is made and entered into as of the date set forth on the signature page below, between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (?Rick?s?) and FAMILY DOG, LLC, a Colorado limited liability company (?Family Dog?). RECITALS: WHEREAS, Family Dog and its subsidiaries entered into a series of asset purchase agreements (

October 21, 2021 EX-10.1

Intellectual Property Purchase Agreement between Big Sky Hospitality Holdings, Inc. and Club Licensing, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 10.1 INTELLECTUAL PROPERTY PURCHASE AGREEMENT This Intellectual Property Purchase Agreement (the ?Agreement?) is made and entered into on October 18, 2021 (the ?Effective Date?), by and among Club Licensing, LLC, a Colorado limited liability company (the ?Seller?), Michael Ocello (?Ocello?), and Troy Lowrie (?Lowrie?, and together with Ocello, the ?Members?) (Seller and the Members are the

October 21, 2021 EX-99.1

RCI Announces Closing on the Acquisition of 11 Adult Clubs in Six States

Exhibit 99.1 RCI Announces Closing on the Acquisition of 11 Adult Clubs in Six States HOUSTON, October 19, 2021 ? RCI Hospitality Holdings, Inc. (Nasdaq: RICK) announced closing yesterday on the acquisition of 11 adult nightclubs in six states, the clubs? intellectual property, and six related real estate properties. The company previously announced definitive agreements for the acquisition on Jul

October 21, 2021 8-K

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 18, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

October 21, 2021 EX-4.4

IP Promissory Note for $1,000,000 by Big Sky Hospitality Holdings, Inc. to Club Licensing, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 4.4 IP Promissory Note Original Issue Date: October 18, 2021 Original Principal Balance: $1,000,000.00 For value received, Big Sky Hospitality Holdings, Inc., a Texas corporation, having an address at 10737 Cutten Road, Houston, Texas 77066 (the ?Maker?) hereby promises to pay to the order of Club Licensing, LLC, a Colorado limited liability company having an address at 735 S Xenon Ct. Sui

October 21, 2021 EX-4.3

10-Year Promissory Note for $1,200,000 by RCI Holdings, Inc. to 3480 South Galena, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 4.3 10-Year Promissory Note TO 3480 South Galena, LLC Original Issue Date: October 18, 2021 Original Principal Balance: $1,200,000.00 For value received, RCI Holdings, Inc., a Texas corporation, having an address at 10737 Cutten Road, Houston, Texas 77066 (the ?Maker?) hereby promises to pay to the order of 3480 South Galena, LLC, a Colorado limited liability company having an address at 7

October 21, 2021 EX-4.1

10-Year Secured Promissory Note for $11,000,000 by Big Sky Hospitality Holdings, Inc. to Family Dog, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 4.1 10-Year Secured Promissory Note Original Issue Date: October 18, 2021 Original Principal Balance: $11,000,000.00 For value received, Big Sky Hospitality Holdings, Inc., a Texas corporation, having an address at 10737 Cutten Road, Houston, Texas 77066 (the ?Maker?) hereby promises to pay to the order of Family Dog, LLC, a Colorado limited liability company having an address at 735 S Xen

October 21, 2021 EX-10.6

Lock-Up Agreement by RCI Hospitality Holdings, Inc. in favor of Club Licensing, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 10.6 LOCK-UP AGREEMENT THIS LOCK-UP AGREEMENT (the ?Agreement?) is made and entered into as of the date set forth on the signature page below, between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (?Rick?s?) and Club Licensing LLC, a Colorado Limited Liability Company (the ?Holder?). RECITALS: WHEREAS, the Holder is the owner of certain intellectual property (the ?Intellectual Proper

October 21, 2021 EX-4.2

20-Year Secured Promissory Note for $8,000,000 by Big Sky Hospitality Holdings, Inc. to Family Dog, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 4.2 20-Year Secured Promissory Note Original Issue Date: October 18, 2021 Original Principal Balance: $8,000,000.00 For value received, Big Sky Hospitality Holdings, Inc., a Texas corporation, having an address at 10737 Cutten Road, Houston, Texas 77066 (the ?Maker?) hereby promises to pay to the order of Family Dog, LLC, a Colorado limited liability company having an address at 735 S Xeno

October 21, 2021 EX-10.2

Guaranty by RCI Hospitality Holdings, Inc. in favor of Family Dog (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 10.2 EXECUTION VERSION GUARANTY THIS GUARANTY, dated as of the 18th day of October, 2021 (this ?Guaranty?), is executed by RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (whether one or more, herein referred to as the ?Guarantor?), in favor of FAMILY DOG, LLC, a Colorado limited liability company (the ?Creditor? or ?Lender?). W I T N E S S E T H: WHEREAS, Big Sky Hospitality Holdings,

October 21, 2021 EX-10.4

Guaranty by RCI Hospitality Holdings, Inc. in favor of Club Licensing, LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 10.4 EXECUTION VERSION GUARANTY THIS GUARANTY, dated as of the 18th day of October, 2021 (this ?Guaranty?), is executed by RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (whether one or more, herein referred to as the ?Guarantor?), in favor of CLUB LICENSING, LLC, a Colorado limited liability company (the ?Creditor? or ?Lender?). W I T N E S S E T H: WHEREAS, Big Sky Hospitality Holdi

October 21, 2021 EX-10.3

Guaranty by RCI Hospitality Holdings, Inc. in favor of 3480 South Galena LLC (Incorporated by reference from Form 8-K filed with the SEC on October 21, 2021) *

Exhibit 10.3 GUARANTY THIS GUARANTY, dated as of the 18th day of October, 2021 (this ?Guaranty?), is executed by RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (whether one or more, herein referred to as the ?Guarantor?), in favor of 3480 South Galena LLC, a Colorado limited liability company (the ?Creditor? or ?Lender?). W I T N E S S E T H: WHEREAS, RCI Holdings, Inc., a Texas corporation (

October 18, 2021 EX-4.01

12% Unsecured Promissory Note (form of interest-only version of the note) (Incorporated by reference from Form 8-K filed with the SEC on October 18, 2021) *

Exhibit 4.01 [FORM OF] THIS 12% UNSECURED PROMISSORY NOTE (THE ?12% PROMISSORY NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR THE SECURITIES LAWS OF ANY STATE. THIS 12% PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO RCI HOSPITALITY HOLDINGS, INC. OF

October 18, 2021 8-K

Entry into a Material Definitive Agreement

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 12, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

October 18, 2021 EX-4.02

12% Unsecured Promissory Note (form of amortizing payment schedule version of the note) (Incorporated by reference from Form 8-K filed with the SEC on October 18, 2021) *

Exhibit 4.02 [FORM OF] THIS 12% UNSECURED PROMISSORY NOTE (THE ?12% PROMISSORY NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (?ACT?), OR THE SECURITIES LAWS OF ANY STATE. THIS 12% PROMISSORY NOTE MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR DELIVERY TO RCI HOSPITALITY HOLDINGS, INC. OF

October 12, 2021 8-K

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): October 12, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commi

October 12, 2021 EX-99.1

RCI 4Q21 Club and Restaurant Sales of $54.4M, +91.6% vs. 4Q20 and +23.5% vs. 4Q19

Exhibit 99.1 RCI 4Q21 Club and Restaurant Sales of $54.4M, +91.6% vs. 4Q20 and +23.5% vs. 4Q19 HOUSTON?October 12, 2021?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) reported sales for its Nightclubs and Bombshells restaurants for the fiscal 2021 fourth quarter and year ended Sept. 30, 2021. Eric Langan, President and CEO of RCI Hospitality Holdings, Inc., said, ?We had a great fourth quarter and

October 12, 2021 EX-99.2

Presentation Slides - Investor Presentation, October 12, 2021

Exhibit 99.2

October 4, 2021 8-K

Entry into a Material Definitive Agreement

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 30, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Com

October 4, 2021 EX-4.1

Consolidated, Amended and Restated Promissory Note for $99,145,838.22 with Centennial Bank (Incorporated by reference from Form 8-K filed with the SEC on October 4, 2021) *

Exhibit 4.1 CONSOLIDATED, AMENDED AND RESTATED PROMISSORY NOTE $99,145,838.22 Executed in the City of Houston, State of Texas Dated as of September 30, 2021 The undersigned, RCI HOLDINGS, INC., a Texas corporation (?Maker? or ?Borrower?), promises to pay to the order of CENTENNIAL BANK (hereinafter, together with any holder hereof, called, ?Payee? or ?Lender? or ?Holder?), at its office at 6300 NE

October 4, 2021 EX-10.3

Absolute Unconditional and Continuing Guaranty of Eric S. Langan (Incorporated by reference from Form 8-K filed with the SEC on October 4, 2021) *

Exhibit 10.03 ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 30th day of September, 2021 (the ?Guaranty?), is executed by ERIC LANGAN (whether one or more, herein referred to as the ?Guarantor?), in favor of CENTENNIAL BANK (?Creditor? or ?Lender?). W I T N E S S E T H : WHEREAS, RCI HOLDINGS, INC., a Texas corporation (?Borrower

October 4, 2021 EX-10.1

Loan Agreement between RCI Holdings, Inc. and Centennial Bank (Incorporated by reference from Form 8-K filed with the SEC on October 4, 2021) *

Exhibit 10.01 LOAN AGREEMENT THIS LOAN AGREEMENT (this ?Loan Agreement? or this ?Agreement?) is made and entered into as of the 30th day of September, 2021, by and between CENTENNIAL BANK (?Lender? or ?Secured Party?), and RCI HOLDINGS, INC., a Texas corporation (?Borrower? or ?Debtor?). W I T N E S S E T H: WHEREAS, Borrower previously executed the following promissory notes in favor of Lender (t

October 4, 2021 EX-10.2

Absolute Unconditional and Continuing Guaranty of RCI Hospitality Holdings, Inc. (Incorporated by reference from Form 8-K filed with the SEC on October 4, 2021) *

Exhibit 10.02 ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY THIS ABSOLUTE UNCONDITIONAL AND CONTINUING GUARANTY, dated as of the 30th day of September, 2021 (the ?Guaranty?), is executed by RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (whether one or more, herein referred to as the ?Guarantor?), in favor of CENTENNIAL BANK (?Creditor? or ?Lender?). W I T N E S S E T H : WHEREAS, RCI HOLDIN

October 4, 2021 EX-99.1

RCI Announces Closing on $99.1 Million Consolidation and Refinancing Bank Real Estate Loan

EX-99.1 6 ex99-1.htm Exhibit 99.1 RCI Announces Closing on $99.1 Million Consolidation and Refinancing Bank Real Estate Loan HOUSTON—September 30, 2021 — RCI Hospitality Holdings, Inc. (Nasdaq: RICK) announced the closing on a $99.1 million, 5.25% fixed rate, 10-year commercial bank real estate loan (subject to one adjustment in five years), with a 20-year amortization schedule. The new loan refin

September 16, 2021 8-K

Current Report

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 14, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Com

August 5, 2021 8-K

Current Report

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, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commiss

August 5, 2021 EX-99.1

RCI HOSPITALITY HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share and percentage data)

Exhibit 99.1 RCI Reports Record Revenues and Free Cash Flow for 3Q21 HOUSTON?August 5, 2021?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported results for the fiscal 2021 third quarter ended June 30, 2021, and filed its Form 10-Q. Highlights 3Q21 vs 3Q20 ? Record total revenues of $57.9 million compared to $14.7 million ? Record net cash from operating activities of $15.0 million and rec

August 5, 2021 10-Q

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-13992 RCI HOSPITALITY HOLDINGS, INC. (Exact name of registrant a

August 2, 2021 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION 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 Co

July 28, 2021 EX-10.4

Asset Purchase Agreement with Indy Restaurant Concepts, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.4 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among Indy Restaurant Concepts. LLC, an Indiana corporation (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family Dog? and, together wit

July 28, 2021 EX-10.10

Asset Purchase Agreement with OG1, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.10 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among OG1, LLC, a Colorado limited liability company (the ?Seller?), and 1601West Evans, Inc. (the ?Purchaser?). The Seller and the Purchaser are sometimes hereinafter collectively referred to as the ?Parties? or individually as

July 28, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): July 23, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

July 28, 2021 EX-10.5

Asset Purchase Agreement with MRC, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.5 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among MRC, LLC, an Illinois limited liability company (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family Dog? and, together with the

July 28, 2021 EX-10.11

Stock Purchase Agreement with HWL-3 LLLP (for the purchase of Kenkev, Inc.) dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.11 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among: HWL-3 LLLP, a Colorado limited liability limited partnership (the ?Seller?); Family Dog LLC, a Colorado limited liability company (?Family Dog? and, together with HWL, the ?Seller Group?); 200 Riverside, Inc., a Maine corp

July 28, 2021 EX-10.9

Asset Purchase Agreement with Market Entertainment, Inc. dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.9 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among Market Entertainment Inc., a Kentucky corporation (the ?Seller?), and 227 East Market, Inc., a Kentucky corporation (the ?Purchaser?). The Seller and the Purchaser are sometimes hereinafter collectively referred to as the ?P

July 28, 2021 EX-10.1

Asset Purchase Agreement with Glenarm Restaurant Concepts, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among Glenarm Restaurant Concepts, LLC, a Colorado limited liability company (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family Dog?

July 28, 2021 EX-10.12

Real Estate Purchase and Sale Agreement with Real Property Sellers dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.12 REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (?Agreement?) is made and entered into effective as of the 23rd day of July, 2021 (the ?Effective Date?), by and between each selling owner identified in the signature blocks to this Agreement and on Exhibit A attached hereto (collectively, ?Seller(s)?), and RCI HOLDINGS, INC., a Texas corporation (?

July 28, 2021 EX-10.2

Asset Purchase Agreement with Glendale Restaurant Concepts, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.2 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among Glendale Restaurant Concepts, LLC, a Colorado limited liability company (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family Dog?

July 28, 2021 EX-10.6

Asset Purchase Agreement with Raleigh Restaurant Concepts, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.6 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among Raleigh Restaurant Concepts, LLC, a North Carolina limited liability company (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family

July 28, 2021 EX-10.8

Asset Purchase Agreement with VCG Restaurants Denver, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.8 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among VCG Restaurants Denver, LLC, a Colorado limited liability company (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family Dog? and,

July 28, 2021 EX-10.7

Asset Purchase Agreement with Stout Restaurant Concepts, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.7 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among Stout Restaurant Concepts, LLC, a Colorado limited liability company (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family Dog? an

July 28, 2021 EX-99.1

HOUSTON, July 26, 2021 – RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today announced the signing of definitive agreements to acquire for $88.0 million 11 adult nightclubs, nine of which are controlled by club entrepreneur Troy Lowrie of Lakewood, C

Exhibit 99.1 RCI Announces Definitive Agreements to Purchase 11 Adult Nightclubs in Six States HOUSTON, July 26, 2021 ? RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today announced the signing of definitive agreements to acquire for $88.0 million 11 adult nightclubs, nine of which are controlled by club entrepreneur Troy Lowrie of Lakewood, CO; six related real estate properties; and associated i

July 28, 2021 EX-10.3

Asset Purchase Agreement with Illinois Restaurant Concepts, LLC dated July 23, 2021 (Incorporated by reference from Form 8-K filed with the SEC on July 28, 2021) *

Exhibit 10.3 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the ?Agreement?) is made and entered into this 23rd day of July, 2021 (the ?Effective Date?), by and among Illinois Restaurant Concepts, LLC, an Illinois limited liability company (the ?Seller?), HWL-3 LLLP, a Colorado limited liability limited partnership (?HWL?), Family Dog LLC, a Colorado limited liability company (?Family Dog

July 15, 2021 8-K

Current Report

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): July 13, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissi

July 8, 2021 EX-99.1

RCI Sets New Record for Total Quarterly Club and Restaurant Sales of $56.7M in 3Q21

Exhibit 99.1 RCI Sets New Record for Total Quarterly Club and Restaurant Sales of $56.7M in 3Q21 HOUSTON?July 8, 2021?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today reported sales for its Nightclubs and Bombshells restaurants for the fiscal 2021 third quarter ended June 30, 2021. Results reflected a continued rebound from the COVID-19 pandemic. 3Q21 vs. 3Q20 ? Total club and restaurant sales:

July 8, 2021 8-K

Current Report

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): July 8, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissio

July 2, 2021 8-K

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): July 1, 2021 RCI HOSPITALITY HOLDINGS, INC. (Exact Name of Registrant as Specified in Its Charter) Texas 001-13992 76-0458229 (State or Other Jurisdiction of Incorporation) (Commissio

July 2, 2021 EX-10.3

Employment Agreement with Travis Reese (Incorporated by reference from Form 8-K filed with the SEC on July 2, 2021) *

Exhibit 10.3 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), is effective as of July 1, 2021, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the ?Company?), and TRAVIS REESE (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive as provided herein, and Executive desires to accept such employment; and NOW, THEREFORE, for and i

July 2, 2021 EX-10.2

Employment Agreement with Bradley Chhay (Incorporated by reference from Form 8-K filed with the SEC on July 2, 2021) *

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), is effective as of July 1, 2021, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the ?Company?), and BRADLEY CHHAY (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive as provided herein, and Executive desires to accept such employment; and NOW, THEREFORE, for and

July 2, 2021 EX-10.1

Employment Agreement with Eric S. Langan. (Incorporated by reference from Form 8-K filed with the SEC on July 2, 2021) *

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the ?Agreement?), is effective as of July 1, 2021, by and between RCI HOSPITALITY HOLDINGS, INC., a Texas corporation (the ?Company?), and ERIC LANGAN (the ?Executive?). W I T N E S S E T H: WHEREAS, the Company desires to employ Executive as provided herein, and Executive desires to accept such employment; and NOW, THEREFORE, for and in

June 8, 2021 EX-99.2

Presentation Slides - Investor Presentation, June 8, 2021

Exhibit 99.2

June 8, 2021 EX-99.1

RCI to Present at LD Micro Virtual Conference Tuesday, June 8, 2021

Exhibit 99.1 RCI to Present at LD Micro Virtual Conference Tuesday, June 8, 2021 HOUSTON, June 7, 2021?RCI Hospitality Holdings, Inc. (Nasdaq: RICK) today announced that CFO Bradley Chhay will be presenting at the upcoming LD Micro Invitational XI virtual investor conference on Tuesday, June 8, 2021. RCI will also be inducted into LD Micro?s ?Hall of Fame,? which highlights the best performing com

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