Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed in a current report filed on October 1, 2012, Good Times Restaurants Inc. (the "Company") entered into a Supplemental Agreement, dated September 28, 2012 (the "Supplemental Agreement"), with Small Island Investments Limited (the "Investor"), pursuant to which the Investor agreed to purchase the remaining 118,483 shares of Series C Convertible Preferred Stock under the June 13, 2012 Securities Purchase Agreement, for an aggregate purchase price of $500,000, in a second closing (the "Second Closing") to occur on or before October 12, 2012.

The Second Closing did not occur on or before October 12, 2012. Accordingly, the Company and the Investor have entered into an Amendment to Supplemental Agreement, dated October 16, 2012, which provides that the Second Closing will occur on or before March 31, 2013, at such time as the Company's Board of Directors reasonably determines, with 45 days' prior notice to the Investor, that the Company requires such funds to maintain the minimum stockholders' equity required under NASDAQ Listing Rule 5550(b) for continued listing on The NASDAQ Capital Market.

Item 8.01 Other Events.

Notwithstanding that the Company has not completed the Second Closing, based on the $1,500,000 in proceeds received by the Company in the first closing under the Supplemental Agreement, the Company has been advised that it has regained compliance with the $2.5 million minimum stockholders' equity requirement under NASDAQ Listing Rule 5550(b) for continued listing on The NASDAQ Capital Market.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:

Exhibit Number Description

10.1 Amendment to Supplemental Agreement, dated October 16, 2012

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