Filed Pursuant to Rule 424(b)(3)

Registration No. 333-122890

This prospectus relates to the offering for potential resale by the selling securityholders named in this prospectus of up to a total of 1,240,000 shares of our common stock which may be issued upon the conversion of shares of our Series B convertible preferred stock issued in a private placement on February 10, 2005, plus an additional 821,512 shares of our common stock previously acquired by a certain selling securityholder. The selling securityholders named in this prospectus may use this prospectus to offer and sell their shares of common stock. We will not receive any proceeds from sales of the shares of our common stock by the selling securityholders.

The shares of our common stock may be offered for resale from time to time by the selling securityholders at market prices prevailing at the time of sale or at privately negotiated prices. The selling securityholders may sell the shares of our common stock directly to purchasers or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions.

Our common stock is traded on the Nasdaq SmallCap Market under the symbol "GTIM." On April 29, 2005, the last sale price of our common stock as reported on the Nasdaq SmallCap Market was $3.90 per share.

The date of this prospectus is May 2, 2005.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. The selling securityholders may offer to sell, and seek offers to buy, the securities only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the securities.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission utilizing a "shelf" registration process or continuous offering process. Under this shelf registration process, the selling securityholders may, from time to time, sell the shares of our common set forth in this prospectus in one or more offerings. Each time a selling securityholder sells securities using this prospectus, the selling securityholder is required to provide the purchaser with this prospectus and, in certain cases, a prospectus supplement containing specific information about the selling securityholder and the securities being offered. That prospectus supplement may include additional risk factors or other special considerations applicable to the securities. Any prospectus supplement may also add, update or change information in this prospectus. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under "Where You Can Find More Information."

Good Times Restaurants Inc. is engaged in the business of developing, owning, operating and franchising hamburger-oriented restaurants under the name "Good Times Burgers & Frozen Custard." We currently operate and franchise a total of 40 Good Times restaurants, of which 37 are in Colorado, with 35 in the greater Denver metropolitan area.

On December 30, 2004, we entered into securities purchase agreements with certain investors, which were amended on January 27, 2005, for the private placement of shares of our Series B convertible preferred stock, which were issued on February 10, 2005 and by their terms may be converted into shares of our common stock which may be offered under this prospectus. We also entered into registration rights agreements with the investors in the private placement under which we agreed to file a shelf registration statement with the SEC with respect to resales of shares of our common stock which may be issued upon conversion of the Series B convertible preferred stock and shares of our common stock which certain of the investors had previously acquired. We also agreed to cause the shelf registration statement to be declared effective under the Securities Act no later than 3 months following February 10, 2005, and to use our best efforts to keep the shelf registration statement continuously effective, supplemented and amended for a specified period of time. This prospectus is a part of that shelf registration statement and may be used from time to time by selling securityholders named in this prospectus to sell shares of our common stock.

We have incurred losses in every fiscal year since our inception, except 1999 and 2002, and as of September 30, 2004 we had an accumulated deficit of $10,118,000. As of September 30, 2004, we had working capital of only $626,000. For the fiscal year ended September 30, 2004, we incurred a net loss of $665,000 on total net revenues of $15,781,000. Our operating losses have been primarily due to:

As we develop additional restaurants, we expect that the increase in operating income generated by those restaurants will improve our financial results. However, we may never be able to achieve profitability on a consistent basis.

We must sustain sales increases in existing restaurants and achieve economic sales levels in newly developed restaurants in order to achieve profitability. We may not be able to sustain the same store sales increases that were experienced during the fiscal year ended September 30, 2004. Sales increases will depend in part on the success of our advertising and promotion of new and existing menu items and the consumer acceptance of our concept repositioning under the Good Times Burgers & Frozen Custard brand and new restaurant dining room format. Our advertising and promotional efforts may not be successful.

We intend to use the net proceeds from our private placement of Series B convertible preferred stock on February 10, 2005 primarily to fund our current plans to develop additional company-owned Good Times Burgers & Frozen Custard restaurants in Colorado and to refurbish existing restaurants. The $2,950,000 in gross proceeds that we raised in that financing may not be adequate to fully finance our development plans for the Denver and Colorado Springs markets. In order to fully develop those markets, we may ultimately need additional financing. We may not be able to obtain any necessary additional financing on reasonable terms.

Location of our restaurants in high-traffic and readily accessible areas is an important factor to our success. Drive-through restaurants require sites with specific characteristics and there are a limited number of suitable sites available in our geographic markets. Since suitable locations are in great demand, we may not be able to obtain optimal sites at a reasonable cost. In addition, the sites that we do obtain may not be successful.

Our area of highest concentration is in the Denver metropolitan area. Under our expansion plans, we intend to open new restaurants primarily in our existing Colorado markets. Because we typically draw customers from a relatively small radius around each restaurant, the sales performance and customer counts for restaurants near the area in which a new restaurant opens may decline due to the opening of the new restaurant.

Twenty-one of our forty current restaurants are franchised restaurants. Franchisees are independent contractors and are not our employees. We provide training and support to franchisees, but the quality of franchised restaurant operations may be diminished by any number of factors beyond our control. Consequently, franchisees may not be successful in operating restaurants in a manner consistent with our standards and requirements, or may not hire and train qualified managers and other restaurant personnel required for successful operations. Our image and reputation, and the image and reputation of other franchisees, may suffer materially and system-wide sales could significantly decline if our franchisees do not operate successfully.

We currently operate a total of 40 restaurants, with 37 in Colorado. As a result, we are particularly susceptible to adverse trends and economic conditions in Colorado, including its labor market. In addition, given our geographic concentration, negative publicity regarding any of our restaurants in Colorado could have a material adverse effect on our business and operations, as could other local occurrences such as local strikes, energy shortages or increases in energy prices, blizzards, droughts or other natural disasters.

We believe that our service mark Good Times Burgers & Frozen Custard^SM is an important proprietary right for our business. We have registered this mark in Colorado and at the federal level and intend to register in each state that we or a franchisee intends to open a restaurant. However, our actions may be inadequate to protect our mark or to prevent others from claiming violations of their trade or service marks. Therefore, we may not be able to use our service mark in all jurisdictions in which we expect to conduct business.

One of our principal stockholders, The Bailey Company, LLLP and its affiliates ("The Bailey Company"), has voting rights to elect three members of our board of directors, two of whom shall meet the independence criteria of Nasdaq. Geoffrey R. Bailey, who is a director and executive officer of The Erie County Investment Co., which owns 99% of The Bailey Company, is a member of our board of directors under this arrangement.

The Bailey Company is the owner of two franchised Good Times Restaurants, and we have entered into two franchise and management agreements with The Bailey Company. In addition, we currently lease space for our headquarters in a building owned by The Bailey Company. Further we issued 180,000 shares of Series B convertible preferred stock to The Erie County Investment Co. on February 10, 2005 under a securities purchase agreement which provides for certain ongoing rights and covenants in favor of The Erie County Investment Co. and its affiliates. As a result of these transactions and relationships, conflicts of interest may exist, and such conflicts of interest may not always be resolved in our favor.

Our restaurants feature hamburgers, cheeseburgers, chicken sandwiches, French fries, onion rings, ice cream shakes, soft drinks and frozen custard products. Our success depends in part on the popularity of these foods. Shifts in consumer preferences away from these foods could materially adversely affect our results of operations. The restaurant industry is characterized by the continual introduction of new concepts and is subject to rapidly changing consumer preferences, tastes and eating and purchasing habits. While burger consumption in the United States has grown over the past 20 years, the demand may not continue to grow or taste trends may change. Our success will depend in part on our ability to anticipate and respond to changing consumer preferences, tastes and eating and purchasing habits, as well as other factors affecting the food service industry, including new market entrants and demographic changes. Also, our success depends to a significant extent on numerous factors affecting discretionary consumer spending, including economic conditions, disposable consumer income and consumer confidence. Adverse changes in these factors could reduce customer traffic or impose practical limits on pricing, either of which could harm our results of operations.

Consumer preferences could be affected by health concerns about the consumption of beef, the key ingredient in many of our menu items, or negative publicity concerning food quality, illness and injury generally, such as negative publicity concerning E. coli, "mad cow" or "foot-and-mouth" disease, publication of government or industry findings concerning food products served by us, or other health concerns or operating issues stemming from one restaurant or a limited number of restaurants. This negative publicity may adversely affect demand for our food and could result in a decrease in customer traffic to our restaurants. If we react to any negative publicity by changing our concept or our menu, we may lose customers who do not prefer the new concept or menu, and may not be able to attract a sufficient new customer base to produce the revenue needed to make our restaurants profitable. In addition, we may have different or additional competitors for our intended customers as a result of a concept change and may not be able to compete successfully against those competitors. A decrease in customer traffic to our restaurants as a result of health concerns or any negative publicity or as a result of a change in our menu or concept could materially harm our business.

Our success depends in part on our ability to attract, motivate and retain a sufficient number of qualified, high-energy team members. Qualified individuals of the requisite caliber and number needed to fill these positions are in short supply in some areas. The inability to recruit and retain these individuals may delay the planned openings of new restaurants or result in high employee turnover in existing restaurants, which could harm our business. Additionally, competition for qualified team members could require us to pay higher wages to attract sufficient team members, which could result in higher labor costs. Most of our employees are paid on an hourly basis. These employees are paid in accordance with applicable minimum wage regulations. Accordingly, any increase in the minimum wage, whether state or federal, could have a material adverse impact on our business.

The restaurant industry is subject to various federal, state and local government regulations, including those relating to the sale of food. While in the past we have been able to obtain and maintain the necessary governmental licenses, permits and approvals, a failure to maintain these licenses, permits and approvals, including food service licenses, could adversely affect our operating results. Difficulties or failures in obtaining the required licenses and approvals could delay or result in our decision to cancel the opening of new restaurants. Local authorities may suspend or deny renewal of our food service licenses if they determine that our conduct does not meet applicable standards or if there are changes in regulations.

Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws include minimum wage requirements, overtime pay, unemployment tax rates, workers' compensation rates, citizenship requirements and sales taxes. Additional government-imposed increases in minimum wages, overtime pay, or paid leaves of absence and mandated health benefits could harm our operating results.

The federal Americans with Disabilities Act prohibits discrimination on the basis of disability in public accommodations and employment. Although our restaurants that have seating capacity are designed to be accessible to the disabled, we could be required to make modifications to our restaurants to provide service to, or make reasonable accommodations for, disabled persons.

We are also subject to federal regulation and state laws that regulate the offer and sale of franchises and aspects of the franchisor-franchisee relationship. Many state franchise laws impose restrictions on the franchise agreement, including limitations on non-competition provisions and the termination or non-renewal of a franchise. Some states require that franchise materials be registered before franchises can be offered or sold in the state.

As a participant in the restaurant industry, we are sometimes the subject of complaints from customers alleging illness, injury or other food quality, health or operational concerns. Recently, the restaurant industry also has been subject to an increase in claims that the menus and practices of restaurant chains have led to the obesity of some customers. Adverse publicity resulting from these allegations could harm the results of operations of our restaurants, regardless of whether the allegations are valid or whether we are liable. We are subject to the same risks of adverse publicity resulting from these sorts of allegations even if the claim involves one of our franchisees. Further, any employee claims against us based on, among other things, discrimination, harassment or wrongful termination may divert our financial and management resources that would otherwise be focused on the future performance of our operations.

Competition in the restaurant industry, and particularly the hamburger restaurant market, is increasingly intense. We compete on the basis of the taste, quality and price of food offered and customer service. We believe that our operating concept, attractive dining value and quality of food and customer service enable us to differentiate ourselves from our competitors. Our competitors include many recognized national and regional fast-food hamburger restaurant chains such as McDonald's, Burger King, Wendy's, Carl's Jr. and Sonic. We also compete with small regional and local hamburger and other fast-food restaurants, many of which feature drive-through service similar to ours. In addition, we compete with other restaurants and with retail establishments for real estate. Most of our competitors have greater financial resources, marketing programs and name recognition. All of the major hamburger chains have increasingly offered selected food items and combination meals at discounted prices and have intensely promoted their value priced meals. Continued discounting by competitors may adversely affect the revenues and profitability of our restaurants.

We believe that our current operations and future success depend largely on the continued services of our management employees, in particular Boyd E. Hoback, our president and chief executive officer. Although we have entered into an employment agreement with Mr. Hoback, he may voluntarily terminate his employment with us at any time. In addition, we do not maintain key-person insurance on Mr. Hoback's life. The loss of Mr. Hoback's services, or other key management personnel, could have a material adverse effect on our financial condition and results of operations.

The market price of our common stock has been volatile. From January 1, 2003 to April 29, 2005, the last sale price of our common stock reported by the Nasdaq SmallCap Market ranged from a low of $2.14 per share to a high of $4.52 per share. We expect our common stock to continue to be subject to fluctuations as a result of a variety of factors, including factors beyond our control. These factors include:

The stock market has experienced significant price and volume fluctuations. Fluctuations or decreases in the trading price of our common stock may adversely affect stockholders' ability to trade their shares. Following a period of volatility in the market price of a company's securities, a securities class action lawsuit may be instituted. A securities class action suit against us could result in substantial costs and divert management's attention and resources that would otherwise be focused on the future performance of our operations.

Our common stock is thinly traded. Securities that are thinly traded often experience a significant spread between the market maker's bid and asked prices. Therefore, prices for actual transactions in securities may be difficult to obtain and holders of our common stock may be unable to resell their shares when they want at prices they find attractive.

We have never paid cash dividends on our common stock and do not anticipate paying dividends on our common stock in the foreseeable future. In addition, we have obtained loan financing under agreements that restrict the payment of dividends. Further, the Series B convertible preferred stock financing agreements provide for the payment of dividends on the Series B convertible preferred stock and restrictions on the payment of dividends on our common stock. The payment of dividends on our common stock will depend on our compliance with these provisions and on our earnings, capital requirements, financial condition and other factors. Since restaurant development is capital intensive, we currently intend to retain any earnings not distributed as Series B convertible preferred stock dividends for development purposes.

As of January 31, 2005, we had 2,354,710 shares of common stock outstanding. Of the shares outstanding, approximately 1,292,469 shares were freely tradeable without substantial restriction or the requirement of future registration under the Securities Act. In addition, as of January 31, 2005, options to purchase approximately 581,434 shares were outstanding. Sales of substantial amounts of common stock, or a perception that such sales could occur, and the existence of our Series B convertible preferred stock allowing conversion to a total of 1,240,000 shares of common stock could adversely affect the market price of the common stock and could impair our ability to raise capital through the sale of our equity securities.

The Bailey Company and the holders of Series B convertible preferred stock beneficially own a total of approximately 62% of the outstanding shares of our common stock, including shares which may be acquired upon conversion of shares of Series B convertible preferred stock. While no formal or informal arrangements exist, these stockholders may be inclined to act in concert on matters related to control of Good Times Restaurants, including for example the election of directors or response to an unsolicited bid to acquire Good Times Restaurants. Accordingly, they may be able to control or influence matters presented to all of our stockholders.

We are subject to anti-takeover laws for Nevada corporations. These anti-takeover laws prevent a Nevada corporation from engaging in a business combination with any stockholder, including all affiliates and associates of the stockholder, who owns 10% or more of the corporation's outstanding voting stock, for three years following the date that the stockholder acquired 10% or more of the corporation's voting stock, unless specified conditions are met.

Our articles of incorporation and our bylaws contain a number of provisions that may deter or impede takeovers or changes of control or management. These provisions:

These provisions, alone or in combination with each other, may discourage transactions involving actual or potential changes of control, including transactions that otherwise could involve payment of a premium over prevailing market prices to stockholders for their common stock.

Our common stock is currently listed for trading on the Nasdaq SmallCap Market. The Nasdaq maintenance rules require among other things that our common stock price remain above $1.00 per share and that we have minimum net tangible assets in excess of $2 million. We were required to conduct a reverse stock split in 1998 to maintain a sufficient per share price to preserve our Nasdaq listing.

If we were delisted from Nasdaq, the following could occur:

The selling securityholders may from time to time offer and sell pursuant to this prospectus any or all of the shares of common stock listed below. When we refer to the "selling securityholders" in this prospectus, we mean those persons listed in the table below, as well as the pledgees, donees, assignees, transferees, successors and others who later hold any of the selling securityholders' interests.

Subject to the stock transfer restriction provisions of stock restriction and registration rights agreements that we have entered into with the selling securityholders as discussed below, the selling securityholders may offer and sell from time to time the shares of common stock covered by this prospectus. We will not receive any of the proceeds from resales of the shares of common stock by the selling securityholders.

The validity of the securities offered hereby has been passed upon for us by Ballard Spahr Andrews & Ingersoll, LLP, Denver, Colorado.

The consolidated financial statements as of September 30, 2004 and for the years ended September 30, 2004 and 2003, incorporated by reference in this prospectus and elsewhere in the registration statement, have been audited by Hein & Associates LLP, independent public accountants, as indicated in their report with respect thereto, and are incorporated by reference in reliance upon the authority of said firm as experts in giving such report.

We file annual, quarterly and special current reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any document we file at the SEC's public reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may call the SEC at 1-800-SEC-0330 to obtain further information on the public reference room. The SEC maintains an internet site at http://www.sec.gov that contains reports, proxy statements and other information regarding companies, including us, that file documents with the SEC electronically. You also can find more information about us by visiting our web site at http://www.goodtimesburgers.com. Web site materials are not part of this prospectus.

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC with respect to the securities offered under this prospectus. This prospectus does not contain all of the information that is in the registration statement. We omitted certain parts of the registration statement as allowed by the SEC. We refer you to the registration statement and its exhibits for further information about us and the securities offered by the selling securityholders.

The SEC allows us to "incorporate by reference" in this prospectus the information that we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and the information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (not including information which is furnished but not deemed to be filed under the Securities Exchange Act of 1934) until this offering is completed:

• Annual Report on Form 10-KSB for the fiscal year ended September 30, 2004;
• Quarterly Report on Form 10-QSB for the quarterly period ended December 31, 2004;
• Current Reports on Form 8-K filed with the SEC on January 3, 2005, January 27, 2005 and February 16, 2005; and
• The description of our common stock that is contained in our registration statement on Form 8-A filed on May 14, 1990, including any amendment or report filed for the purpose of updating that description.

We will provide to each person, including any beneficial owner, to whom a prospectus is delivered a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus (except for exhibits not specifically incorporated by reference in the information), upon written or oral request and at no cost to the requester. Any requests should be made to: