Nathans Famous

None of the warning signs we check for were found.

We look for five warning signs: doubt it can keep going, weak checks on its own accounts, a notice that its past accounts can't be relied on, a change of auditor, and one customer bringing in a big share of sales. We don't check lawsuits, investigations or debt yet.

We checked the auditor's report, internal controls, restatement notices, auditor changes and big customers in the 10-K filed 9 Jun 2026, plus the 10-Q filed 7 Aug 2026 and 1 later 8-K.

• It owes more than it owns on paper (negative equity). Often that's from borrowing to buy back shares.

Whether the price already reflects the risks is what the deep dive is for.

• Expenses related to the pending Merger are significant and will adversely affect our operating results.

  We have incurred and expect to continue to incur significant expenses in connection with the pending Merger, including legal and investment banking fees. We expect these costs to have an adverse effect on our operating results. We must pay substantially all of these costs and expenses whether or not the Merger is completed. If the Merger is not consummated, we may under certain circumstances be required to pay to Buyer a termination fee of $10,581,814. Our financial position and results of operations would be adversely affected if we were required to pay the termination fee.

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• Failure to complete the Merger could negatively impact the price of our common stock, as well as our future business and financial results.

  Could happen

  If the Merger is not completed, our ongoing business may be adversely affected as follows: (i) we may experience negative reactions from the financial markets, including negative impacts on the market price of our common stock; (ii) some of management’s attention will have been directed to the Merger instead of being directed to our own operations and the pursuit of other opportunities that could have been beneficial to us; (iii) the manner in which customers, suppliers and other third parties perceive us may be negatively impacted, which in turn could have an adverse effect on our business; (iv) we may experience negative reactions from employees; (v) we will have expended time and resources that could otherwise have been spent on our business; and (vi) we may be required, in certain circumstances, to pay a termination fee of $10,581,814, as provided in the Merger Agreement. In addition, any significant delay in consummating the Merger could have an adverse effect on our operating results and adversely affect our relationships with customers and suppliers and would likely lead to a significant diversion of management and employee attention.

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• Our ability to complete the Merger is subject to certain closing conditions and the receipt of consents and approvals from government entities which may impose conditions that could adversely affect us or cause the Merger to be abandoned.

  Could happen

  In addition, before the Merger may be completed, regulatory approval under the HSR Act must be obtained and the parties must also have obtained CFIUS Clearance for the Merger (the “Regulatory Approval”). The Company made the filing required under the HSR Act on January 23, 2026 and the applicable waiting period expired on February 23, 2026. Such conditions and the process of obtaining Regulatory Approval could have the effect of delaying completion of the Merger or of imposing additional costs or limitations on the combined company following the completion of the Merger, and the conditions may result in the failure of a closing condition under the Merger Agreement. The Regulatory Approval may not be received at all or may not be received in a timely fashion.

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• Litigation could result in substantial costs and may delay or prevent the Merger from being completed.

  Could happen

  While no lawsuits are currently pending in connection with the Merger, we (along with our directors and officers) may be named in lawsuits to enjoin us from proceeding with or consummating the Merger, or seeking to have the Merger rescinded after its consummation. Defending against such claims, even those without merit, could result in substantial costs and divert management’s time and resources, which may negatively impact our financial condition and adversely affect our business and results of operations. The ultimate resolution of any such lawsuit cannot be predicted, and an adverse ruling in any such lawsuit may cause the Merger to be delayed or not to be completed, which could cause us not to realize some or all of the anticipated benefits of the Merger.

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• Failure to complete the Merger could negatively impact the price of our common stock, as well as our future business and financial results.

  Could happen

  The Merger Agreement contains a number of conditions that must be satisfied or waived prior to the completion of the Merger, including stockholder approval and regulatory approval. We cannot assure you that all of the conditions to the Merger will be satisfied or waived on a timely basis. If the conditions to the Merger are not satisfied or waived on a timely basis, we may be unable to complete the Merger as quickly as expected or at all.

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