CHANTICLEER HOLDINGS, INC. (NASDAQ:HOTR) Files An 8-K Other Events
Item 8.01 Other Events
On May 17, 2017, Chanticleer Holdings, Inc., a Delaware
corporation (the Company) filed a certificate of amendment to its
certificate of incorporation with the Secretary of State of the
State of Delaware to effect a one-for-ten reverse stock split of
the Companys shares of common stock. Such amendment was
previously approved by the Companys stockholders and board of
directors, respectively. This will be effective for trading
purposes as of the commencement of trading on Friday, May 19,
2017.
After the reverse stock split, each ten shares of common stock
issued and outstanding shall be combined into one share of common
stock; provided that no fractional shares shall be issued to any
holder and that instead of issuing such fractional shares, the
Company shall round shares up to the nearest whole number (after
aggregating all fractional shares to be received by a holder).
After the reverse stock split, the total number of shares of all
classes of stock that the Corporation shall have authority to
issue shall remain at 50,000,000, consisting of 45,000,000 shares
of Common Stock, $0.0001 par value, and 5,000,000 shares of
preferred stock, $0.0001 par value.
With respect to the number of shares reserved for issuance under
our 2014 Stock Incentive Plan (the Plan), the number of shares of
common stock reserved for issuance under the Plan will be
proportionately adjusted to the reverse stock split, and the
administrator will make such adjustments to awards or to any
provisions of the Plan as the administrator deems equitable to
prevent dilution or enlargement of awards or as may otherwise be
advisable.
In addition, all outstanding options, warrants (including the
Companys publicly traded warrants trading on the NASDAQ Capital
Market under the symbol HOTRW and the warrants underlying the
Companys Series 1 Preferred Units) and other securities entitling
their holders to purchase shares of our common stock will be
adjusted as a result of the reverse stock split, as required by
the terms of these securities. In particular, proportionate
adjustments will be made to the exercise price per share and the
number of shares issuable upon the exercise, entitling the
holders to purchase shares of our common stock, which will result
in approximately the same aggregate price being required to be
paid for such securities upon exercise immediately preceding the
reverse stock split.
The Companys post-reverse split common stock will have a new
CUSIP number, which will be announced at a later date, and the
par value will remain $0.0001 per share. Other terms of the
common stock are not affected by the reverse stock split.
A copy of the certificate of amendment to the amended and
restated certificate of incorporation is being filed as Exhibit
3.1 to this Current Report on Form 8-K and is incorporated herein
by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Document | |
| 3.1 |
Certificate of Amendment of Certificate of Incorporation of Chanticleer Holdings, Inc. |
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 -0.007 at 0.338 with 387,209 shares trading hands.