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
| June 29, 2011 |
| Date of Report (Date of earliest event reported) |
| KONA GRILL, INC. |
| (Exact Name of Registrant as Specified in its Charter) |
| Delaware | 001-34082 | 20-0216690 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification No.) |
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7150 E. Camelback Road, Suite 220
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Scottsdale, Arizona 85251
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| (Address of principal executive offices) (Zip Code) |
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| (480) 922-8100 |
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(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 29, 2011, the Board of Directors appointed an existing independent director, Berke Bakay, as a member of the Audit Committee. The Board of Directors has determined that Mr. Bakay, an investment manager of the BBS Capital Fund, LP, qualifies as an “audit committee financial expert” in accordance with applicable rules and regulations of the Securities and Exchange Commission.
As a result of Mr. Bakay’s appointment to the Audit Committee, our company has remedied its temporary non-compliance with applicable NASDAQ Listing Rules, which require the Audit Committee to be comprised of at least three independent directors.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 5, 2011 | KONA GRILL, INC. | ||
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By:
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/s/ Mark S. Robinow | |
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Mark S. Robinow
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Executive Vice President, Chief Financial Officer, and Secretary
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