RCI HOSPITALITY HOLDINGS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

As previously reported on in a current report filed on December 15, 2022, RCI
Hospitality Holdings, Inc. ("RCIH," "we," or "us") and certain subsidiaries
entered into definitive agreements on December 12, 2022 to acquire five
gentlemen's clubs, five related real estate properties, associated intellectual
property and certain automated teller machines for a total purchase price of
$66.5 million, which clubs and real estate are located in the Dallas-Fort Worth
area and Houston, Texas. Included in these definitive agreements are (i) five
different Asset Purchase Agreements under which the five clubs are to be
purchased (collectively, the "Asset Purchase Agreements"), (ii) two Intellectual
Property Purchase Agreements under which certain intellectual property is to be
purchased, (iii) an Asset Purchase Agreement under which certain automated
teller machines are to be purchased (the "ATM Purchase Agreement"), and (iv) a
Purchase and Sale Agreement under which the real estate properties are to be
purchased (the "Real Estate Purchase Agreement").

Each of the Asset Purchase Agreements, IP Purchase Agreements, ATM Purchase
Agreement and Real Estate Purchase Agreement provided that such agreements will
terminate and be of no force and effect if the transactions contemplated by such
agreements are not consummated on or before January 31, 2023. On January 25 and
26, 2023, the parties to those agreements entered into amendment agreements
whereby this date was extended to February 28, 2023.

The descriptions above of the nine amendment agreements are qualified in their
entirety by reference to the terms of such agreements, copies of which are filed
hereto as Exhibits 10.1 through 10.9, respectively, and are incorporated herein
by reference.

The agreements included as exhibits to this current report have been included to
provide investors and security holders with information regarding their terms.
They are not intended to provide any other factual information about RCIH, any
parties to such agreements or their respective subsidiaries and affiliates. The
agreements contain representations and warranties certain parties made solely
for the benefit of such parties. The assertions embodied in those
representations and warranties are subject to qualifications and limitations
agreed to by the respective parties in negotiating the terms of the agreements.
Moreover, certain representations and warranties in the agreements were made as
of a specified date, may be subject to a contractual standard of materiality
different from what might be viewed as material to investors, or may have been
used for the purpose of allocating risk between the parties, rather than
establishing matters as facts. Accordingly, the representations and warranties
in the agreements should not be relied on by any persons as characterizations of
the actual state of facts about RCIH or any other parties to the agreements at
the time they were made or otherwise. In addition, information concerning the
subject matter of the representations and warranties may change after the date
of the agreements, which subsequent information may or may not be fully
reflected in RCIH's public disclosures.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit Number               Description

10.1                           Amendment to Asset Purchase Agreement with TTNA, Inc. dated January 25, 2023
10.2                           Amendment to Asset Purchase Agreement with   

DB Entertainment , Inc. dated

                             January 25, 2023
10.3                           Amendment to Asset Purchase Agreement with D    uncan     B    urch    , Inc.
                             dated January 25, 2023
10.4                           Amendment to Asset Purchase Agreement with  

Millennium Restaurants Group ,

                             Inc. dated January 25, 2023
10.5                           Second     Amendment to Asset Purchase 

Agreement with T AND N,

                             INCORPORATED     dated January 25, 2023

(this Asset Purchase Agreement was

                             previously amended to correct a misspelling    -    the original     version
                             spelled the seller    '    s name as     "    T & N, Inc.    "    )
10.6                           Amendment to Intellectual Property Purchase

Agreement with HQ Real Estate

Management LLC dated January 25, 2023
10.7                           Amendment to Intellectual Property Purchase 

Agreement with ERAF, Inc. dated

                             January 25, 2023
10.8                           Amendment to Asset Purchase Agreement with     ECAL-D&D    , Inc. dated January
                             25, 2023
10.9                           Amendment to Purchaser and Sale Agreement

with Duncan Burch dated January 26,

                             2023
104                          Cover Page Interactive Data File (embedded 

within the Inline XBRL document)

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