CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On August 7, 2017, Chanticleer entered into an amendment to the Securities Purchase Agreement dated May 4, 2017 (“SPA”) with all purchasers party thereto to amend the board designee provision of the SPA in the manner required to comply with Listing Rule 5640 of the NASDAQ Stock Market. The SPA was amended to provide, until the purchasers, in the aggregate, hold debentures in the principal amount less than $1,500,000, the purchasers will have the right to appoint a board designee to the Company’s board of directors. Thereafter, until such time that the purchasers no longer hold the debentures, the purchasers will have the right to designate one non-voting observer to attend meetings of the board of directors as an observer. The principal amount outstanding under the debentures, as of the date hereof, is $6,000,000.
Item 8.01 Other Events
On August 7, 2017 (“Closing Date”), Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer” or the “Company”) entered into an amendment to that certain warrant issued May 4, 2017 to holder Larry S. Spitcaufsky, Trustee of Larry Spitcaufsky Family Trust UTD 1-19-88, increasing the holder’s beneficial ownership limitation from 4.99% to 19.99%. The holder (with its affiliates and any other persons acting as a group together with the holder or its affiliates) may acquire up to 400,000 shares of common stock at $3.50 per share, exercisable commencing November 4, 2017. The beneficial ownership limitation is calculated based on the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon exercise of the warrant.
The foregoing descriptions of the agreements in Items 1.01 and 8.01 do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are filed as Exhibits 4.1 and 10.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
| 4.1 | Amendment to Warrant dated April 7, 2017 by and between Chanticleer Holdings, Inc., and Larry S. Spitcaufsky, Trustee of Larry Spitcaufsky Family Trust UTD 1-19-88 |
| 10.1 | Amendment to Securities Purchase Agreement by and between Chanticleer Holdings, Inc. and purchasers executed August 7, 2017 |
Chanticleer Holdings, Inc. ExhibitEX-4.1 2 ex4-1.htm AMENDMENT TO WARRANT This Amendment to Warrant (the “Amendment”) is entered into and effective as of August 7,…To view the full exhibit click here
About CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR)
Chanticleer Holdings, Inc. is engaged in the business of owning, operating and franchising fast casual dining concepts domestically and internationally. The Company’s brands include Hooters, American Burger Company (ABC), BGR: the Burger Joint (BGR), BT’s Burger Joint (BT), Little Big Burger (LBB) and Just Fresh. Hooters restaurants are casual beach-themed establishments featuring music, sports on large flat screens, and a menu that includes seafood, burgers, salads and Hooters original chicken wings. ABC is a fast casual dining chain located in North Carolina, South Carolina and New York. BGR consists of approximately 10 Company-owned locations in the United States and over 13 franchisee-operated locations in the United States and the Middle East. LBB consists of approximately eight locations in Oregon. Just Fresh consists of approximately seven Company owned locations in Charlotte, North Carolina.