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): September 7, 2023

Karat Packaging Inc.

(Exact name of registrant as specified in its charter)

6185 Kimball Avenue, Chino, CA 91708

(Address of principal executive offices) (Zip Code)

(626) 965-8882

Registrant’s telephone number, including area code:

N/A

(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:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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 1.01. Entry into a Material Definitive Agreement.

On September 7, 2023, Karat Packaging Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC, as the underwriter (the “Underwriter”), relating to the secondary offering of 1,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) by certain selling stockholders, at a public offering price of $21.00 per share (the “Offering”). Under the terms of the Underwriting Agreement, a selling stockholder granted the Underwriter a 30-day option to purchase up to an additional 150,000 shares of Common Stock from such selling stockholder. The Offering was made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-268397) (the “Registration Statement”), which became effective on November 28, 2022, including the related prospectus, dated November 28, 2022, as supplemented by the prospectus supplement dated September 7, 2023. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the terms of the Underwriting Agreement.

A copy of the legal opinion relating to the legality of the offer and sale of Common Stock in the Offering is attached hereto as Exhibit 5.1 and is incorporated by reference into the Registration Statement.

Item 8.01. Other Events.

On September 7, 2023, the Company issued press releases announcing the commencement of the secondary offering and the pricing of the secondary offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished herewith:

SIGNATURES

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.