false 0001772177 0001772177 2022-05-05 2022-05-05





Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 5, 2022



(Exact name of registrant as specified in its charter)






(State or other Jurisdiction

of Incorporation)


File Number)

(IRS Employer

Identification No.)


17461 Derian Avenue, Suite 200

Irvine, California



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s telephone number, including area code: (657) 333-4100

(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.001 per share


The Nasdaq Stock Market LLC


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.  







Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 5, 2022, Steven H. Benrubi notified the Board of Directors of his decision to resign as the Company’s Chief Financial Officer, Treasurer and Secretary, effective August 1, 2022, or if earlier, when a successor is named and commences in such roles. In the event Mr. Benrubi’s successor is named and commences in such roles prior to August 1, 2022, Mr. Benrubi shall remain employed in an advisory role with the Company until August 1, 2022, in order to facilitate the orderly transition of duties and responsibilities to his successor.

Mr. Benrubi’s decision to resign was for personal reasons, and is not a result of any disagreement or dispute with the Company or its management on matters relating to the Company’s strategy, operations, financial reporting, or other policies or practices.

Item 7.01

Regulation FD Disclosure

On May 9, 2022, the Company issued a press release announcing the resignation of Mr. Benrubi as the Company’s Chief Financial Officer, Treasurer and Secretary. A copy of the press release is being furnished as Exhibit 99.1 and is hereby incorporated by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.




Exhibit No.









Press Release dated May 9, 2022

Cover Page Interactive Data File (embedded within the Inline XBRL document)












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.

















May 9, 2022



/s/ Hajime Uba





Hajime Uba





Chairman, President and Chief Executive Officer




Exhibit 99.1



For Immediate Release



Kura Sushi USA Announces the Resignation and Retirement of

Chief Financial Officer Steven Benrubi

Search Process Underway to Identify Successor


Irvine, CA. May 9, 2022 – Kura Sushi USA, Inc. (“Kura Sushi” or the “Company”), (NASDAQ: KRUS), a technology-enabled Japanese restaurant concept, today announced that Steven H. Benrubi, the Company’s Chief Financial Officer has notified the Company of his decision to resign as Chief Financial Officer and retire.  Mr. Benrubi’s CFO resignation will be effective on the earlier of August 1, 2022 or when his successor is named, to ensure a smooth transition. The Company has initiated a search process to identify his successor.


Hajime Uba, President, Chief Executive Officer and Chairman of Kura Sushi, stated, “Throughout his two years at Kura, Steven has been an integral member of our management team and a tremendous partner to me. He has successfully led our finance team through a challenging COVID and inflationary environment and we are pleased that he will remain with us to ensure a seamless transition as we conduct our CFO search. On behalf of the entire Board of Directors and the management team, we want to thank Steven for his contributions and wish him the best in his future endeavors.”


“We’ve made great progress positioning the company for success as we continue to benefit from our recent sales momentum. It has been an honor to work alongside such a talented and dedicated team,” Steven Benrubi said. “I have enjoyed a long career in corporate finance leadership and I believe Kura has one of the strongest management teams in the industry. I look forward to watching the Company’s continued growth in the years ahead as well as exploring life interests outside the corporate finance realm.”



About Kura Sushi USA, Inc.

Kura Sushi USA, Inc. is a technology-enabled Japanese restaurant concept with 37 locations across 11 states and Washington DC. The Company offers guests a distinctive dining experience built on authentic Japanese cuisine and an engaging revolving sushi service model. Kura Sushi USA, Inc. was established in 2008 as a subsidiary of Kura Sushi, Inc., a Japan-based revolving sushi chain with over 500 restaurants and more than 35 years of brand history. For more information, please visit


Forward-Looking Statements

Except for historical information contained herein, the statements in this press release or otherwise made by our management in connection with the subject matter of this press release are forward-looking statements (as such term is defined in the Private Securities Litigation Reform Act of 1995) and involve risks and uncertainties and are subject to change based on various important factors. This press release includes forward-looking statements that are based on management’s current estimates or expectations of future events or future results. These statements are not historical in nature and can generally be identified by such words as “target,” “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “estimate,” “continue,” “predict,” “potential,” “plan,” “anticipate” or the negative of these terms, and similar expressions. Management’s expectations and assumptions regarding future results are subject to risks, uncertainties and other factors that could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements included in this press release. These risks and uncertainties include but are not limited to risks and uncertainties as described in our filings with the Securities and Exchange Commission (“SEC”). These and other factors that could cause results to differ materially from those described in the forward-looking statements



contained in this press release can be found in the Company’s other filings with the SEC. Undue reliance should not be placed on forward-looking statements, which are only current as of the date they are made.  The Company assumes no obligation to update or revise its forward-looking statements, except as may be required by applicable law.




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Investor Relations Contact:

Fitzhugh Taylor or Steven Boediarto

(657) 333-4010


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