CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On October 12, 2017, Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer” or the “company”) entered into a Securities Purchase Agreement with institutional and accredited investors in a registered direct offering for the sale of 499,857 shares of common stock (the “Shares”) at a purchase price of $2.00 per share, for a total gross purchase price of $999,714. The offering is expected to close on or about October 16, 2017, subject to the satisfaction of customary closing conditions contained in the Securities Purchase Agreement. The Securities Purchase Agreement contains customary representations, warranties and covenants by us.
The offering of the Shares is being made to a prospectus supplement to be filed with the Securities and Exchange Commission and an accompanying prospectus dated October 16, 2017, to Chanticleer’s shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on April 27, 2015, amended on June 3, 2015 and became effective on June 9, 2015 (File No. 333-203679).
The company also agreed to issue unregistered 5 ½ year warrants to purchase up to 499,857 shares of common stock (“Warrants”) to the investors in a concurrent private placement at an exercise price of $3.50 per share. The company has agreed to register the resale of the common shares underlying the Warrants. The Warrants are exercisable for cash in full commencing six months after the issuance date.
Copies of the Securities Purchase Agreement and the form of Warrant are attached as Exhibits 10.1, and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of these documents are not complete and are qualified in their entirety by reference to Exhibits 4.1 and 10.1. A copy of the opinion of Libertas Law Group Inc. relating to the validity of the issuance and sale of the Shares in the registered direct offering is attached as Exhibit 5.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the private placement of the Warrants is incorporated by reference into this Item 3.02.
The Warrants are not registered under the Securities Act of 1933, as amended (the “Securities Act”), but qualified for exemption under Rule 506(b), promulgated under Regulation D of the Securities Act. The Warrants are exempt from registration because their issuance did not involve a “public offering,” as defined in Section 4(a)(2) of the Securities Act, due to the insubstantial number of persons involved in the transaction, size of the offering, manner of the offering and number of securities offered. Based on an analysis of the above factors, we have met the requirements to qualify for exemption under Rule 506(b), promulgated under Regulation D of the Securities Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Chanticleer Holdings, Inc. ExhibitEX-4.1 2 ex4-1.htm NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…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.