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 1, 2018

ARC GROUP, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (904) 741-5500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Section 1 – Registrant’s Business and Operations

On November 30, 2017, Seediv, LLC (“Seediv”), a Louisiana limited liability company and wholly-owned subsidiary of ARC Group, Inc. (“ARC Group”), and Raceland QSR, LLC, a Louisiana limited liability company (“Raceland”), entered into a Termination Agreement and Mutual Release (the “Termination Agreement”) with respect to that certain Agreement for Purchase and Sale of Real Estate, dated October 14, 2017 (as amended to date, the “Purchase Agreement”), pursuant to which the parties agreed to terminate the Purchase Agreement and release each other from any claims arising out of the Purchase Agreement.

The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to the Termination Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.

Seenu G. Kasturi serves as the President, Chief Financial Officer and Chairman of the Board of Directors for ARC Group and owns approximately 49% of ARC Group’s issued and outstanding shares of common stock. Mr. Kasturi also serves as the President, Treasurer and Secretary, and sole member of, Raceland and owns all of the equity interests in Raceland. In addition, Mr. Kasturi serves as the Chief Executive Officer, Treasurer and Secretary, and as the sole member of the board of directors, of Blue Victory Holdings, Inc., a Nevada corporation (“Blue Victory”), with which ARC Group has a $50,000 revolving line of credit facility, and owns 90% of the equity interests in Blue Victory. Mr. Kasturi also serves as the President, Treasurer and Secretary of, and is the sole member of, DWG Acquisitions, LLC, a Louisiana limited liability company (“DWG Acquisitions”), and owns all of the equity interests in DWG Acquisitions. DWG Acquisitions currently owns and operates four of ARC Group’s 19 franchised restaurants, and Raceland is the landlord for the property on which one of the restaurants owned by Seediv is located.

Section 9 – Financial Statements and Exhibits

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.

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