CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders.
Issuance of Series 1 Preferred Stock
As previously announced, Chanticleer Holdings, Inc., a Delaware
corporation (Chanticleer) is conducting a rights offering through
the distribution of non-transferable subscription rights to
purchase up to an aggregate of 1,000,000 units at a subscription
price of $13.50 per unit, each unit consisting of one share of 9%
Redeemable Series 1 Preferred Stock (Series 1 Preferred) and one
Series 1 Warrant to purchase 10 shares of common stock, as set
forth in a final prospectus contained in the Companys
registration statement on Form S-1 declared effective by the U.S.
Securities and Exchange Commission on December 15, 2016.
Although the expiration time of the rights offering has been
extended to 5:00 P.M. Eastern Time, January 13, 2017, Chanticleer
sold and issued the first tranche of its rights offering on
December 29, 2016.
The general effects of the issuance of the Series 1 Preferred
Stock on the holders of shares of Chanticleers common stock are
as follows:
Dividends. Holders of the Series 1 Preferred will be
entitled to receive cumulative dividends out of legally available
funds at the rate of 9% of the purchase price per year for a term
of seven years, payable quarterly on the last day of March, June,
September and December in each year in cash or registered common
stock. Shares of common stock issued as dividends will be issued
at a 10% discount to the five-day volume weighted average price
per share of common stock prior to the date of issuance.
Dividends will be paid prior to any dividend to the holders of
common stock.
Liquidation Preference. The Series 1 Preferred will have
a liquidation preference of $13.50 per share, equal to its
purchase price. In the event of any liquidation, dissolution or
winding up of the company, any amounts remaining available for
distribution to stockholders after payment of all liabilities of
the company will be distributed first to the holders of Series 1
Preferred and then to the holders of common stock.
Rank. The Series 1 Preferred will rank with respect to
distribution rights upon liquidation, winding-up or dissolution
of the company and dividend rights, junior to all of the companys
existing and future indebtedness but senior to common stock and
any other class of capital stock the company issues in the
future.
No Conversion. The Series 1 Preferred will not be
convertible into or exchangeable for shares of our common stock
or any other security, except through the exercise of Series 1
Warrants.
Voting Rights. Except as otherwise required by law, the
Series 1 Preferred will be non-voting. Holders of the Series 1
Preferred will vote as a class on any amendment altering or
changing the powers, preferences or special rights of the Series
1 Preferred so as to affect them adversely.
Redemption. Chanticleer will redeem the outstanding
Series 1 Preferred at the expiration of the seven year term out
of legally available funds. The redemption price for any shares
of Series 1 Preferred will be an amount equal to the $13.50
purchase price per share plus any accrued but unpaid dividends to
the date fixed for redemption.
The foregoing description of the terms of the Series 1 Preferred
is qualified in its entirety by reference to the full text of the
Certificate of Designation for the Series 1 Preferred filed
herewith as Exhibit 3.1, the terms of which are incorporated
herein by reference.
Item 5.03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
The disclosures set forth above under Item 3.03 regarding the
issuance of the Series 1 Preferred is incorporated herein by
reference.
Item 8.01. Other Events
On December 30, 2016, Chanticleer issued a press release
notifying its right holders of record that the Company has
elected to extend the expiration time of the rights offering to
5:00 P.M. Eastern Time, January 13, 2017.
A copy of the press release is attached to this Form 8-K as
Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Document | |
| 3.1 |
Certificate of Designation of 9% Redeemable Series 1 Preferred Stock |
|
| 99.1 | Press Release dated December 30, 2016 |
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. CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Recent Trading Information
CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) closed its last trading session down -0.010 at 0.420 with 115,035 shares trading hands.