Current Report Filing (8-k)
May 18 2017 - 3:57PM
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):
May 18, 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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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
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 Company’s shares of common stock. Such amendment was previously approved by the Company’s 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 Company’s publicly traded warrants trading on the NASDAQ Capital
Market under the symbol “HOTRW” and the warrants underlying the Company’s 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
Company’s 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.
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Document
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3.1
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Certificate
of Amendment of Certificate of Incorporation of Chanticleer Holdings, Inc.
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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:
May 18, 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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