IPIC / iPic Entertainment Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Financial Statements and Exhibits, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 3, 2020 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Initial Order Granting Debtors’ Motion for Entry of an Order: (i) Implementing Settlement Distribution; (ii) Authorizing Transfer of Certain Litigation to RSA; (iii) Authorizing the Abandonment of Certain Property; Authorizing the Dissolution of the Debtors; (v) Authorizing Debtors to Certify the Estates Have Been Fully Administered and May be Dismissed; and (vi) Granting Related Relief, dated June 3, 2020

EX-2.1 2 ea124704ex2-1ipic.htm INITIAL ORDER GRANTING DEBTORS MOTION FOR ENTRY OF AN ORDER Exhibit 2.1

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 28, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC® Under New Ownership After Chapter 11 Restructuring

EX-99.1 3 f8k102819ex99-1ipicenter.htm PRESS RELEASE, DATED NOVEMBER 18, 2019 Exhibit 99.1 IPIC® Under New Ownership After Chapter 11 Restructuring FOR IMMEDIATE RELEASE: Boca Raton, FL (November 18, 2019) — iPic Theaters, LLC has acquired substantially all of the operating assets of the affiliated debtors in the jointly administered bankruptcy cases styled iPic-Gold Class Entertainment, LLC in th

Asset Purchase Agreement dated as of October 28, 2019, by and among iPic-Gold Class Entertainment, LLC, iPic Gold Class Holdings LLC, iPic Media LLC, Delray Beach Holdings, LLC, and iPic Texas, LLC, as Sellers, and iPic Theaters, LLC, as Purchaser

Exhibit 2.1 ASSET PURCHASE AGREEMENT by and among iPic Theaters, LLC, a Delaware limited liability company as Purchaser, and iPic-Gold Class Entertainment, LLC, a Delaware limited liability company, iPic Gold Class Holdings LLC, a Delaware limited liability company, iPic Media LLC, a Florida limited liability company, Delray Beach Holdings, LLC, a Florida limited liability company, and iPic Texas,

Other Events, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Bankruptcy or Receivership, Entry into a Material Definitive Agreement, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC® Entertainment Announces Plan to Restructure Debt, Strengthen Balance Sheet, Pursue Sale; Theaters Will Remain Open; Company Operationally Strong

EX-99.1 2 f8k080519ex99-1ipicenter.htm PRESS RELEASE DATED AUGUST 5, 2019 Exhibit 99.1 IPIC® Entertainment Announces Plan to Restructure Debt, Strengthen Balance Sheet, Pursue Sale; Theaters Will Remain Open; Company Operationally Strong Boca Raton, Fla.—August 5, 2019—IPIC® Entertainment (“IPIC” or the “Company”) (NASDAQ: IPIC), creators of America’s coveted IPIC® luxury theater-and-restaurant de

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 26, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 21, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC® ENTERTAINMENT ANNOUNCES FIRST QUARTER 2019 RESULTS REITERATES FOUR KEY STRATEGIC INITIATIVES

Exhibit 99.1 IPIC® ENTERTAINMENT ANNOUNCES FIRST QUARTER 2019 RESULTS REITERATES FOUR KEY STRATEGIC INITIATIVES BOCA RATON, FL (Globe Newswire) – May 20, 2019 – IPIC® Entertainment Inc. (“IPIC” or the “Company”) (NASDAQ: IPIC), creators of America’s coveted IPIC® luxury theater-and-restaurant destinations, today reported financial results for the first quarter ended March 31, 2019. The Company als

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 20, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC / iPic Entertainment Inc. Class A 10-Q - Quarterly Report - QUARTERLY REPORT

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 March 31, 2019. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38380 iPic Entertainment I

Third Modification Agreement, dated as of March 4, 2019, by and among iPic-Gold Class Entertainment LLC, iPic Gold Class Holdings LLC, iPic Texas, LLC, iPic Media, LLC, Delray Beach Holdings, LLC, the Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama.

Exhibit 10.1 THIRD MODIFICATION AGREEMENT THIS THIRD MODIFICATION AGREEMENT, (this “Agreement”), made as of March 4, 2019 (the “Effective Date”), by and among IPIC-GOLD CLASS ENTERTAINMENT LLC, a Delaware limited liability company (the “Borrower”), IPIC GOLD CLASS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), IPIC TEXAS, LLC, a Texas limited liability company (“IPIC Texas”), IPI

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC / iPic Entertainment Inc. Class A NT 10-Q NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-38380 CUSIP NUMBER 46263D 10 6 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K þ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: Quarterly Period ended March 31,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 30, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC / iPic Entertainment Inc. Class A DEFA14A DEFINITIVE ADDITIONAL MATERIALS

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

IPIC / iPic Entertainment Inc. Class A DEF 14A DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Letter from Crowe LLP dated April 22, 2019 to the Securities and Exchange Commission.

Exhibit 16.1 April 22, 2019 Office of the Chief Accountant Securities and Exchange Commission 100 F Street, N. E. Washington, D.C. 20549 Ladies and Gentlemen: We have read iPic Entertainment Inc.’s statements included under Item 4.01 of its Form 8-K dated April 22, 2019, and we agree with such statements, except that we are not in a position to agree or disagree with the information included under

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 16, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Subsidiaries of the Registrant.

EX-21.1 2 f10k2018ex21-1ipic.htm SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 Subsidiary Listing of iPic Entertainment Inc. 1. iPic Gold Class Holdings LLC 2. iPic-Gold Class Entertainment, LLC 3. Ipic Media, LLC 4. Delray Beach Holdings, LLC 5. Ipic Texas, LLC 6. Bay Colony Realty, LLC

IPIC / iPic Entertainment Inc. Class A ANNUAL REPORT (Annual Report)

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 December 31, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38380 iPic Entertainment Inc. (

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 13, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 12, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC® ENTERTAINMENT ANNOUNCES FOURTH QUARTER AND FULL YEAR 2018 RESULTS REITERATES FULL YEAR 2019 OUTLOOK; UPDATES FOUR KEY STRATEGIC INITIATIVES

Exhibit 99.1 IPIC® ENTERTAINMENT ANNOUNCES FOURTH QUARTER AND FULL YEAR 2018 RESULTS REITERATES FULL YEAR 2019 OUTLOOK; UPDATES FOUR KEY STRATEGIC INITIATIVES ● 2018 Revenue of $148.3 million, up 2.8% ● 2018 Comparable-store sales growth of 1.4% ● 2018 Store-level EBITDA of $15.1 million, up 3.4% BOCA RATON, FL (Globe Newswire) – March 12, 2019 – IPIC® Entertainment Inc. (“IPIC” or the “Company”)

iPic® Entertainment Announces Preliminary Fourth Quarter & Full Year 2018 Sales Results Above Previous Guidance Ranges Provides Initial Outlook for Full Year 2019 To Present at ICR Conference on January 15th

Exhibit 99.1 iPic® Entertainment Announces Preliminary Fourth Quarter & Full Year 2018 Sales Results Above Previous Guidance Ranges Provides Initial Outlook for Full Year 2019 To Present at ICR Conference on January 15th BOCA RATON, FL (Globe Newswire) – January 14, 2019 – iPic® Entertainment Inc. (“iPic” or the “Company”) (NASDAQ: IPIC), creators of America’s coveted iPic® luxury theater-and-rest

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 14, 2019 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC / iPic Entertainment Inc. / Retirement Systems of Alabama Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 iPic Entertainment Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 46263D 10 6 (CUSIP Number) July 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b) ☐ R

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 December 28, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

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, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 8, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

iPic® Entertainment Announces Third Quarter 2018 Results Company completes all five planned remodels ahead of holiday blockbuster season

Exhibit 99.1 iPic® Entertainment Announces Third Quarter 2018 Results Company completes all five planned remodels ahead of holiday blockbuster season BOCA RATON, FL (Globe Newswire) – November 6, 2018 – iPic® Entertainment Inc. (“iPic” or the “Company”) (NASDAQ: IPIC), America’s premier luxury restaurant-and-theater brand, today reported financial results for the third quarter ended September 30,

iPic® Entertainment Announces Departure of CFO Paul Westra Andre Loehrer, iPic’s Controller, to Serve as Interim CFO

Exhibit 99.2 iPic® Entertainment Announces Departure of CFO Paul Westra Andre Loehrer, iPic’s Controller, to Serve as Interim CFO BOCA RATON, FL (Globe Newswire) – November 6, 2018 – iPic® Entertainment (“iPic” or the “Company”) (NASDAQ: IPIC), America’s premier luxury restaurant-and-theater brand, today announced that Paul Westra is resigning to rejoin the financial services industry. Andre Loehr

Results of Operations and Financial Condition, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 November 2, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC / iPic Entertainment Inc. Class A QUARTERLY REPORT (Quarterly Report)

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 September 30, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38380 iPic Entertainme

iPic Entertainment Inc. 2018 Annual Incentive Plan

EX-10.1 2 f8k091118ex10-1ipicenter.htm IPIC ENTERTAINMENT INC. 2018 ANNUAL INCENTIVE PLAN Exhibit 10.1 iPic Entertainment Inc. ANNUAL INCENTIVE PLAN DOCUMENT iPic Entertainment Inc. ANNUAL INCENTIVE PLAN For Plan Year 2018 TABLE OF CONTENTS 1. Definitions 1 2. Administration 2 3. Participation 2 4. Determination of Bonus Awards 3 5. Bonus Targets 3 6. Form of Payment 4 7. Eligibility 4 8. Miscella

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 11, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 8, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

iPic® Entertainment Announces Second Quarter 2018 Results Comparable-store Sales Increase 6.9%

Exhibit 99.1 iPic® Entertainment Announces Second Quarter 2018 Results Comparable-store Sales Increase 6.9% BOCA RATON, FL (Globe Newswire) – August 8, 2018 – iPic® Entertainment Inc. (“iPic” or the “Company”) (NASDAQ: IPIC), America’s premier luxury restaurant-and-theater brand, today reported financial results for the second quarter ended June 30, 2018. The Company also reiterated its four key s

Second Modification Agreement, dated as of June 29, 2018 by and among iPic–Gold Class Entertainment LLC, iPic Gold Class Holdings, LLC, iPic Texas, LLC, iPic Media, LLC, Delray Beach Holdings, LLC, Bay Colony Realty, LLC, The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama.

EX-10.2 3 f10q0618ex10-2ipicenter.htm SECOND MODIFICATION AGREEMENT, DATED AS OF JUNE 29, 2018 Exhibit 10.2 SECOND MODIFICATION AGREEMENT THIS SECOND MODIFICATION AGREEMENT, (this “Agreement”), made as of June 29, 2018 (the “Effective Date”), by and among IPIC-GOLD CLASS ENTERTAINMENT LLC, a Delaware limited liability company (the “Borrower”), IPIC GOLD CLASS HOLDINGS LLC, a Delaware limited liabi

IPIC / iPic Entertainment Inc. Class A QUARTERLY REPORT (Quarterly Report)

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, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38380 iPic Entertainment In

Modification Agreement, dated as of June 22, 2018 by and among iPic–Gold Class Entertainment LLC, iPic Gold Class Holdings, LLC, iPic Texas, LLC, iPic Media, LLC, Delray Beach Holdings, LLC, Bay Colony Realty, LLC, The Teachers’ Retirement System of Alabama and The Employees’ Retirement System of Alabama.

Exhibit 10.1 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT, (this “Agreement”), made as of June 22, 2018 (the “Effective Date”), by and among IPIC-GOLD CLASS ENTERTAINMENT LLC, a Delaware limited liability company (the “Borrower”), IPIC GOLD CLASS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), IPIC TEXAS, LLC, a Texas limited liability company (“IPIC Texas”), IPIC MEDIA, LLC

IPIC / iPic Entertainment Inc. Class A NOTICE OF INTERNET AVAILABILITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

IPIC / iPic Entertainment Inc. Class A DEFINITIVE PROXY STATEMENT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A 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, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

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, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 20, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

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, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 10, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 12, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

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, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 10, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

iPic® Entertainment Announces First Quarter 2018 Results Reiterates Full Year 2018 Outlook, Including Comparable-Store Sales Growth of 0% to +5% Reiterates Four Key Strategic Initiatives to Create Long-Term Value Announces Expectation to Open First T

Exhibit 99.1 iPic® Entertainment Announces First Quarter 2018 Results Reiterates Full Year 2018 Outlook, Including Comparable-Store Sales Growth of 0% to +5% Reiterates Four Key Strategic Initiatives to Create Long-Term Value Announces Expectation to Open First Theater in Saudi Arabia by Year-End 2018 BOCA RATON, FL (Globe Newswire) – May 15, 2018 – iPic® Entertainment Inc. (“iPic” or the “Company

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 15, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

IPIC / iPic Entertainment Inc. Class A QUARTERLY REPORT (Quarterly Report)

10-Q 1 f10q0318ipicentertainment.htm QUARTERLY REPORT 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 March 31, 2018. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 f8k050918ipicentertainment.htm CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 May 9, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc. (Exact name of Registrant as specified in its charter) Delaware 001-38380 82-3129582 (State or oth

Subsidiaries of the Registrant.

Exhibit 21.1 Subsidiary Listing of iPic Entertainment Inc. 1. iPic Gold Class Holdings LLC 2. iPic-Gold Class Entertainment, LLC 3. Ipic Media, LLC 4. Delray Beach Holdings, LLC 5. Ipic Texas, LLC 6. Bay Colony Realty, LLC

IPIC / iPic Entertainment Inc. Class A ANNUAL REPORT (Annual Report)

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 December 31, 2017. OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38380 iPic Entertainment Inc. (

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 23, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

iPic® Entertainment Announces Fourth Quarter and Full Year 2017 Results Reiterates Full Year 2018 Outlook and Comparable-Store Sales Growth of 0% to +5% Updates and Reiterates Four Key Strategic Initiatives to Create Long-Term Value

EX-99.1 2 f8k042318ex99-1ipicenter.htm PRESS RELEASE, DATED APRIL 23, 2018 Exhibit 99.1 FOR IMMEDIATE RELEASE: iPic® Entertainment Announces Fourth Quarter and Full Year 2017 Results Reiterates Full Year 2018 Outlook and Comparable-Store Sales Growth of 0% to +5% Updates and Reiterates Four Key Strategic Initiatives to Create Long-Term Value BOCA RATON, FL (Globe Newswire) – April 23, 2018 – iPic®

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 September 30, 2017. ☐ TRANSITION REPORT PURSUAN

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 September 30, 2017. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38380 iPic Entertainme

iPic® Entertainment Announces Initial Full Year 2018 Outlook Expects 2018 Comparable-Store Sales Growth of 0% to +5% Articulates Four Key Strategic Initiatives to Create Long-Term Value Company Reports Third Quarter 2017 Results and Expects to File 1

Exhibit 99.1 iPic? Entertainment Announces Initial Full Year 2018 Outlook Expects 2018 Comparable-Store Sales Growth of 0% to +5% Articulates Four Key Strategic Initiatives to Create Long-Term Value Company Reports Third Quarter 2017 Results and Expects to File 10-Q Shortly Reports Preliminary Full Year 2017 Results BOCA RATON, FL (Globe Newswire) ? March 8, 2018 ? iPic? Entertainment Inc. (?iPic?

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 March 8, 2018 Date of Report (date of earliest event reported) iPic Entertainment Inc.

iPic® Entertainment Announces Closing of its Initial Public Offering Premium Entertainment Experience to Trade on the NASDAQ Under the Ticker Symbol “IPIC”

Exhibit 99.1 iPic? Entertainment Announces Closing of its Initial Public Offering Premium Entertainment Experience to Trade on the NASDAQ Under the Ticker Symbol ?IPIC? FOR IMMEDIATE RELEASE: BOCA RATON, FL (February 1, 2018) ? iPic? Entertainment Inc. (?iPic? or the ?Company?) today announced that it has closed its initial public offering of 818,429 shares of Class A Common Stock at a public offe

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 (January 31, 2018) iPic Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 001-38380 82-3129582 (State or other jurisdiction of incorp

Second Amended and Restated Master Loan and Security Agreement with The Teachers’ Retirement System of Alabama and the Employees Retirement System of Alabama, dated February 1, 2018 (incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K (File No. 001-38380) filed on February 1, 2018).

Exhibit 10.1 EXECUTION VERSION SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT By and Among IPIC-GOLD CLASS ENTERTAINMENT, LLC, as Borrower IPIC GOLD CLASS HOLDINGS LLC, as Holdings, Each Borrower Subsidiary from time to time party hereto, and THE EMPLOYEES? RETIREMENT SYSTEM OF ALABAMA and THE TEACHERS? RETIREMENT SYSTEM OF ALABAMA, as Lenders February 1, 2018 Table of Contents Pag

Subscription Agreement by and between iPic Gold Class Holdings LLC and Regal/Atom Holdings, LLC, dated January 31, 2018 (incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K (File No. 001-38380) filed on February 1, 2018).

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (as amended, restated, modified or supplemented from time to time, this ?Agreement?) is dated as of the date set forth on the signature page hereto, by and between iPic Gold Class Holdings LLC, a Delaware limited liability company (?Issuer?) and Regal/Atom Holdings, LLC, a Delaware limited liability company (the ?Subscriber?). RECITAL

As filed with the Securities and Exchange Commission on February 1, 2018

S-8 1 fs82018ipicentertainment.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on February 1, 2018 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 iPic Entertainment Inc. (Exact name of registrant as specified in its charter) Delaware 82-3129582 (State or O

iPic Entertainment Inc. 2017 Equity Incentive Plan (as the amendment and restatement of the iPic-Gold Class Entertainment, LLC 2017 Equity Incentive Plan) (incorporated by reference to Exhibit 4.2 of Registration Statement on Form S-8 (File No 333-222822) filed on February 1, 2018).

EX-4.2 3 fs82018ex4-2ipic.htm IPIC ENTERTAINMENT INC. 2017 EQUITY INCENTIVE PLAN Exhibit 4.2 iPic Entertainment Inc. 2017 EQUITY INCENTIVE PLAN (Adopted as of December 21, 2017) 1. Purpose. The purpose of the Plan is to assist the Company with attracting, retaining, incentivizing and motivating officers and employees, consultants to, and non-employee directors providing services to the Company and

Amended and Restated Bylaws of the Company, effective as of January 31, 2018 (incorporated by reference to Exhibit 3.2 of Current Report filed of Current Report on Form 8-K (File No. 001-38380) filed on February 1, 2018).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF IPIC ENTERTAINMENT INC. Dated as of January 31, 2018 CONTENTS Page Article I. Meetings of Stockholders Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 1 Section 1.06 Quorum 2 Section 1.07 Organization 2 Section 1.08 Voting; Proxies 2 Section 1.09 Fi

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Current Report on Form 8-K (File No. 001-38380) filed on February 1, 2018).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IPIC ENTERTAINMENT INC. iPic Entertainment Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?) hereby certifies as follows: 1. The name of the Corporation is iPic Entertainment Inc. The original Certificate of Incorporation of the Corporation was filed with the Office of the Secretar

Specimen Class A Common Stock Certificate of the Registrant (incorporated by reference to Exhibit 4.1 of Registration Statement on Form S-8 (File No 333-222822) filed on February 1, 2018).

EX-4.1 2 fs82018ex4-1ipic.htm SPECIMEN CLASS A COMMON STOCK CERTIFICATE OF THE REGISTRANT Exhibit 4.1 The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM — as tenants in common TEN ENT — as tenants by the entireties UNIF GIFT MIN ACT — Custodian JT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 IPIC ENTERTAINMENT INC. (Exact name of registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 IPIC ENTERTAINMENT INC. (Exact name of registrant as specified in its charter) Delaware (State of incorporation or organization) 82-3129582 (I.R.S. Employer Identification No.) Mizner Park, 433 Pla

Offering Circular Supplement Dated January 31, 2018

Filed Pursuant to Rule 253(g)(2) File No. 024-10773 Offering Circular Supplement Dated January 31, 2018 This offering circular supplement (this ?Supplement?) supplements, and should be read in conjunction with, the offering circular (?Offering Circular?) of iPic Entertainment Inc. (?we,? ?our,? ?us,? or the Company?), dated January 30, 2018, which forms part of the offering statement (the ?Offerin

UP TO 2,165,000 SHARES OF CLASS A COMMON STOCK

OFFERING CIRCULAR Filed Pursuant to Rule 253(g)(2) File No. 024-10773 UP TO 2,165,000 SHARES OF CLASS A COMMON STOCK This is the initial public offering of shares of Class A common stock of iPic Entertainment Inc. We are offering up to 2,165,000 shares of our Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at an offering price of $18.50 per share (the “Shares”) for

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the consolidated financial statements of iPic-Gold Class Entertainment, LLC and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the balance sheet of iPic Entertainment Inc. at October 18, 2017 and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/ Crowe Horw

Subject to Completion, January 29, 2018 UP TO 2,165,000 SHARES OF CLASS A COMMON STOCK

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

iPic Entertainment Inc. Mizner Park, 433 Plaza Real, Ste. 335 Boca Raton, FL 33432

iPic Entertainment Inc. Mizner Park, 433 Plaza Real, Ste. 335 Boca Raton, FL 33432 January 12, 2018 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Ms. Anne Nguyen Parker Mr. Nolan McWilliams Re: iPic Entertainment Inc. Offering Statement on Form 1-A/A Filed January 10, 2018 File No. 024-10773 Ladies and Gentlemen: On behalf of iPic E

FORM OF SUBSCRIPTION AGREEMENT Class A Common Stock Of iPic Entertainment Inc.

Exhibit 4.1 FORM OF SUBSCRIPTION AGREEMENT Class A Common Stock Of iPic Entertainment Inc. This Subscription Agreement relates to my/our agreement to purchase shares of Class A common stock, $0.0001 par value per share (the "Shares"), to be issued by iPic Entertainment Inc., a Delaware corporation (the "Company"), for a purchase price of $18.50 per Share, for a total purchase price of $ ("Subscrip

[Letterhead of Fried, Frank, Harris, Shriver & Jacobson LLP] January 10, 2018

Exhibit 12.1 [Letterhead of Fried, Frank, Harris, Shriver & Jacobson LLP] January 10, 2018 iPic Entertainment Inc. 433 Plaza Real Boulevard, Suite 335 Boca Raton, Florida 33432 Re: Offering Statement on Form 1-A, File No. 024-10773 Ladies and Gentlemen: We have acted as counsel to iPic Entertainment Inc., a Delaware corporation (the “Company”), in connection with the proposed offering by the Compa

iPic Entertainment Inc. Maximum: 2,165,000 Shares of Common Stock $0.0001 par value per share FORM OF SELLING AGENCY AGREEMENT

Exhibit 1.1 iPic Entertainment Inc. Maximum: 2,165,000 Shares of Common Stock $0.0001 par value per share FORM OF SELLING AGENCY AGREEMENT [ ], 2018 Tripoint Global Equities, LLC 1450 Broadway, 26th Floor New York, New York 10018 Roth Capital Partners, LLC 888 San Clemente Dr. Newport Beach, California 92660 Telsey Advisory Group, LLC 555 5th Ave, 7th Floor New York, New York 10017 Dear Ladies and

FORM OF AMENDED AND RESTATED BYLAWS IPIC ENTERTAINMENT INC. Dated as of [●] [●], 2018

Exhibit 2.4 FORM OF AMENDED AND RESTATED BYLAWS OF IPIC ENTERTAINMENT INC. Dated as of [●] [●], 2018 CONTENTS Page Article I. Meetings of Stockholders Section 1.01 Place of Meetings 1 Section 1.02 Annual Meetings 1 Section 1.03 Special Meetings 1 Section 1.04 Notice of Meetings 1 Section 1.05 Adjournments 1 Section 1.06 Quorum 2 Section 1.07 Organization 2 Section 1.08 Voting; Proxies 2 Section 1.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the balance sheet of iPic Entertainment Inc. at October 18, 2017 and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/ Crowe Horw

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the consolidated financial statements of iPic-Gold Class Entertainment, LLC and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/

FORM OF SUBSCRIPTION AGREEMENT Class A Common Stock of iPic Entertainment Inc.

Exhibit 4.2 FORM OF SUBSCRIPTION AGREEMENT Class A Common Stock of iPic Entertainment Inc. This Subscription Agreement relates to my/our agreement to purchase shares of Class A common stock, $0.0001 par value per share (the “Shares”), to be issued by iPic Entertainment Inc., a Delaware corporation (the “Company”), for a purchase price of $18.50 per Share, for a total purchase price of $ (“Subscrip

FORM OF MEMBERSHIP UNIT PURCHASE AGREEMENT

Exhibit 6.9 FORM OF MEMBERSHIP UNIT PURCHASE AGREEMENT This MEMBERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [●], 2018, by and between iPic Entertainment Inc., a Delaware corporation (the “Corporation”), and iPic Gold Class Holdings LLC, a Delaware limited liability company (the “Company”). RECITALS WHEREAS, the Corporation is contemplating an offer and sale of

Subject to Completion, January 10, 2018 2,165,000 SHARES OF CLASS A COMMON STOCK

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

FORM OF INDEMNIFICATION AGREEMENT

Exhibit 6.3 FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made and entered into as of this [ ] day of [ ], 2018, by and between iPic Entertainment Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). WHEREAS, Indemnitee’s service to the Company substantially benefits the Company; WHEREAS, highly competent persons have become more reluctant

Amendment to Employment Agreement for Hamid Hashemi (incorporated by reference to Exhibit 6.15 of Regulation A Offering Statement on Form 1-A, Amendment No. 1 (File No. 024-10773) filed on January 10, 2018).

Exhibit 6.15 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT This First Amendment to Employment Agreement (the ?Agreement?) is made and entered into this 5th day of May, 2016 (the ?Effective Date?) by and between IPIC-GOLD CLASS ENTERTAINMENT, LLC, a Delaware corporation (the ?Company?) and HAMID HASHEMI (the ?Executive?). R E C I T A L S: WHEREAS, the Executive is currently employed as the CEO of the Com

FORM OF IPIC GOLD CLASS HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Exhibit 6.8 FORM OF IPIC GOLD CLASS HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT THE COMPANY INTERESTS REPRESENTED BY THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH COMPANY INTERESTS MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OT

FORM OF CLOSING ESCROW AGREEMENT

Exhibit 8.1 FORM OF CLOSING ESCROW AGREEMENT This CLOSING ESCROW AGREEMENT (this ?Agreement?) dated as of this day of , 2018 by and among iPic Entertainment Inc., a Delaware corporation (the ?Company?), having an address at 433 Plaza Real Suite 335, Boca Raton, FL 33432; TriPoint Global Equities, LLC, having an address at 1450 Broadway, 26th Floor, New York, NY 10018 (?Selling Agent?), and WILMING

FORM OF EXPENSE REIMBURSEMENT AGREEMENT

Exhibit 6.10 FORM OF EXPENSE REIMBURSEMENT AGREEMENT This Expense Reimbursement Agreement (this “Agreement”) is entered into as of [●], 2018 by and among iPic-Gold Class Entertainment, LLC, a Delaware limited liability company (including any successor, the “Operating Company”), iPic Gold Class Holdings LLC, a Delaware limited liability company (including any successor, the “Holdings”) and iPic Ent

EMPLOYMENT AGREEMENT

Exhibit 6.14 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into (and shall be deemed effective) as of September 30, 2010 (the “Effective Date”) by and between IPIC-GOLD CLASS ENTERTAINMENT, LLC, a Delaware corporation (the “Company”) and HAMID HASHEMI (“Executive”). R E C I T A L S: WHEREAS, Executive is to be employed as the CEO of the Company, WHEREAS, Exec

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION IPIC ENTERTAINMENT INC.

Exhibit 2.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF IPIC ENTERTAINMENT INC. iPic Entertainment Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows: 1. The name of the Corporation is iPic Entertainment Inc. The original Certificate of Incorporation of the Corporation was filed with the Office of the

CONSENT OF EASTERN CONSOLIDATED PROPERTIES, INC.

Exhibit 11.6 CONSENT OF EASTERN CONSOLIDATED PROPERTIES, INC. We hereby consent to the use of our firm’s name in the Offering Statement on Form 1-A to be filed with the U.S. Securities and Exchange Commission by iPic Entertainment Inc. (the “Company”), an affiliate of iPic-Gold Class Entertainment, LLC in connection with an initial public offering by the Company of its Class A Common Stock, and an

FORM OF REGISTRATION RIGHTS AGREEMENT by and among iPic Entertainment Inc., the Major Investors, the Other Investors THE HOLDERS THAT ARE SIGNATORIES HERETO FROM TIME TO TIME Dated as of [_______], 2018 TABLE OF CONTENTS

Exhibit 6.7 FORM OF REGISTRATION RIGHTS AGREEMENT by and among iPic Entertainment Inc., the Major Investors, the Other Investors and THE HOLDERS THAT ARE SIGNATORIES HERETO FROM TIME TO TIME Dated as of [], 2018 TABLE OF CONTENTS Page Section 1. Certain Definitions 2 Section 2. Registration Rights. 8 2.1. Demand Registrations 8 2.2. Piggyback Registrations 12 2.3. Allocation of Securities Included

FORM OF SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT By and Among IPIC-GOLD CLASS ENTERTAINMENT, LLC, as Borrower IPIC GOLD CLASS HOLDINGS LLC, as Holdings, Each Borrower Subsidiary from time to time party hereto, THE EMPLOYEES’ RET

Exhibit 6.1 FORM OF SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT By and Among IPIC-GOLD CLASS ENTERTAINMENT, LLC, as Borrower IPIC GOLD CLASS HOLDINGS LLC, as Holdings, Each Borrower Subsidiary from time to time party hereto, and THE EMPLOYEES’ RETIREMENT SYSTEM OF ALABAMA and THE TEACHERS’ RETIREMENT SYSTEM OF ALABAMA, as Lenders [●], 2018 Table of Contents Page ARTICLE I. DEFIN

IPIC ENTERTAINMENT INC. FORM OF CLASS A COMMON STOCK PURCHASE WARRANT

Exhibit 3.1 THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED, OR BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT, OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF SUCH SECURITIES BY ANY PERSON FOR A PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS IMMEDIATELY FOLLOWING THE QUALIFICATIO

SUBSCRIPTION AGREEMENT

Exhibit 6.12 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (as amended, restated, modified or supplemented from time to time, this ?Agreement?) is dated as of the date set forth on the signature page hereto, by and between iPic-Gold Class Entertainment, LLC, a Delaware limited liability company (?Issuer?) and Regal/Atom Holdings, LLC, a Delaware limited liability company (the ?Subscriber?). R

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the balance sheet of iPic Entertainment Inc. at October 18, 2017 and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/ Crowe Horw

SUBSCRIPTION AGREEMENT

Exhibit 6.13 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (as amended, restated, modified or supplemented from time to time, this ?Agreement?) is dated as of the date set forth on the signature page hereto (?Execution Date?), by and between: 1. iPic-Gold Class Entertainment, LLC, a Delaware limited liability company, having its principal place of business at 433 Plaza Real Boulevard, Suite 3

Consent of Director Nominee

Exhibit 11.5 Consent of Director Nominee In connection with its offering of Class A Common Stock, iPic Entertainment Inc. (the ?Company?) has filed an Offering Statement on Form 1-A (the ?Offering Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). The undersigned hereby consents, pursuant to Rule 438 of the Securities Act, t

BYLAWS OF IPIC ENTERTAINMENT INC. (A Delaware Corporation) ARTICLE I

Exhibit 2.3 BYLAWS OF IPIC ENTERTAINMENT INC. (A Delaware Corporation) ARTICLE I Offices SECTION 1. Registered Office. The registered office of iPic Entertainment Inc. (the ?Corporation?) in the State of Delaware shall be located at 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, in the County of New Castle. The name of its registered agent at such address shall be Vcorp Services, LLC.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the consolidated financial statements of iPic-Gold Class Entertainment, LLC and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/

Office Lease between iPic and Delray Beach 4th & 5th Avenue, LLC (incorporated by reference to Exhibit 6.11 of Regulation A Offering Statement on Form 1-A , Amendment No. 1 (File No. 024-10773) filed on December 22, 2017).

Exhibit 6.11 OFFICE LEASE BETWEEN DELRAY BEACH 4th & 5th AVENUE, LLC, a Delaware limited liability company, AS LANDLORD, AND IPIC-GOLD CLASS ENTERTAINMENT, LLC, a Florida limited liability company, AS TENANT, FOR Federal Highway and 4th Street DELRAY BEACH, FL SUMMARY OF BASIC LEASE INFORMATION This Summary of Basic Lease Information (the ?Lease Summary?) is hereby incorporated into and made a par

iPic – Gold Class Entertainment, LLC 2017 EQUITY INCENTIVE PLAN (Adopted as of December 21, 2017)

Exhibit 6.5 iPic ? Gold Class Entertainment, LLC 2017 EQUITY INCENTIVE PLAN (Adopted as of December 21, 2017) 1. Purpose. The purpose of the Plan is to assist the Company with attracting, retaining, incentivizing and motivating officers and employees, consultants to, and non-employee directors providing services to, the Company and its Subsidiaries and to promote the success of the Company?s busin

Subject to Completion, December       , 2017 2,165,000 SHARES OF CLASS A COMMON STOCK

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

CERTIFICATE OF INCORPORATION IPIC ENTERTAINMENT INC.

Exhibit 2.1 CERTIFICATE OF INCORPORATION OF IPIC ENTERTAINMENT INC. FIRST: The name of the corporation is iPic Entertainment Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is 1013 Centre Road, Suite 403-B, Wilmington, Delaware 19805, in the County of New Castle. The name of the Corporation?s registered agent at such address is Vcorp Se

Form of Nonqualified Option Agreement (incorporated by reference to Exhibit 6.6 of Regulation A Offering Statement on Form 1-A, Amendment No. 1 (File No. 024-10773) filed on December 22, 2017).

Exhibit 6.6 iPic ? Gold Class Entertainment, LLC 2017 Equity Incentive Plan NONQUALIFIED OPTION ? Notice of Grant iPic ? Gold Class Entertainment, LLC (the ?Company?), a Delaware limited liability company, hereby grants to the Optionee set forth below (the ?Optionee?) an option (the ?Option?) to purchase the number of Membership Units of the Company (?Units?) set forth below at the Option Price se

Form of iPic Entertainment Inc. Restricted Stock Unit Agreement (incorporated by reference to Exhibit 6.4 of Regulation A Offering Statement on Form 1-A, Amendment No. 1 (File No. 024-10773) filed on December 22, 2017).

Exhibit 6.4 IPIC ENTERTAINMENT INC. RESTRICTED STOCK UNIT AGREEMENT THIS AGREEMENT (this ?Agreement?), effective as of the grant date (the ?Date of Grant?) set forth on Appendix A hereto, is between iPic Entertainment Inc., a Delaware corporation (together with its successors, the ?Company?), and the individual whose name is set forth on Appendix A hereto (the ?Grantee?). 1. Grant of Restricted St

Consent of Director Nominee

Exhibit 11.4 Consent of Director Nominee In connection with its offering of Class A Common Stock, iPic Entertainment Inc. (the ?Company?) has filed an Offering Statement on Form 1-A (the ?Offering Statement?) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?). The undersigned hereby consents, pursuant to Rule 438 of the Securities Act, t

[Fried, Frank, Harris, Shriver & Jacobson LLP Letterhead]

[Fried, Frank, Harris, Shriver & Jacobson LLP Letterhead] December 22, 2017 VIA EDGAR Anne Nguyen Parker, Esq.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the balance sheet of iPic Entertainment Inc. at October 18, 2017 and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/ Crowe Horw

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 11.3 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Offering Statement of iPic Entertainment Inc. on Form 1-A of our report dated December 5, 2017 on the consolidated financial statements of iPic-Gold Class Entertainment, LLC and to the reference to us under the heading "Experts" in the Offering Circular, which is part of this Offering Statement. /s/

Subject to Completion, December , 2017 1,350,000 SHARES OF CLASS A COMMON STOCK

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

Subject to Completion, November , 2017 1,350,000 SHARES OF CLASS A COMMON STOCK

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.

Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004-1980

Fried, Frank, Harris, Shriver & Jacobson LLP One New York Plaza New York, NY 10004-1980 December 6, 2017 VIA EDGAR Anne Nguyen Parker, Esq.

Subject to Completion, October , 2017 1,350,000 SHARES OF CLASS A COMMON STOCK

An offering statement pursuant to Regulation A relating to these securities has been filed with the United States Securities and Exchange Commission.