Current Report Filing (8-k)
March 15 2017 - 11:48AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
March 15, 2017
CHANTICLEER
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29507
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20-2932652
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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7621
Little Avenue, Suite 414
Charlotte,
North Carolina 28226
(Address
of principal executive offices)
Registrant’s
telephone number, including area code:
(704) 366-5122
N/A
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement.
The
disclosures set forth in Item 2.03 are incorporated herein by this reference.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Pursuant
to an Exchange Agreement dated and effective March 10, 2017 (“Exchange Agreement”) by and between Chanticleer Holdings,
Inc., a Delaware corporation (“Chanticleer”) and four of Chanticleer’s existing note holders, Chanticleer exchanged
8% notes in the aggregate principal amount of $725,000, which notes were in default (“Original Notes”) for new two-year
2% notes, in the aggregate principal amount of $820,107.29, representing principal and unpaid accrued interest (“Exchange
Notes”). The Original Notes were cancelled. Each Exchange Note may be converted to common stock of the Company, at the option
of the holder, at a conversion price of $0.30 per share and may be called by the holder after the one-year anniversary of the
exchange date.
Item
3.02 Unregistered Sale of Equity Securities.
The
disclosures set forth in Item 2.03 are incorporated herein by this reference. The issuance of the Exchange Notes is exempt from
registration pursuant to the provisions Section 3(a)(9) of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned duly authorized.
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Chanticleer
Holdings, Inc.,
a Delaware corporation
(Registrant)
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Date:
March 15, 2017
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By:
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/s/
Michael D. Pruitt
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Name:
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Michael
D. Pruitt
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Title:
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Chief
Executive Officer
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