As
filed with the Securities and Exchange Commission on September 5, 2017
Registration
No. 333-_________________
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
CHANTICLEER
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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8742
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20-2932652
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(State
or jurisdiction of
incorporation or organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification Number)
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7621
Little Avenue,
Suite
414, Charlotte, NC 28226
(Address
and telephone number of principal executive offices and principal place of business)
Michael
D. Pruitt
Chief
Executive Officer
Chanticleer
Holdings, Inc.
7621
Little Avenue, Suite 414
Charlotte,
NC 28226
(704)
366-5122
(Name,
address and telephone number of agent for service)
With
copy to:
Ruba
Qashu
Libertas
Law Group, Inc.
225
Santa Monica Boulevard, 5
th
Floor
Santa
Monica, CA 90401
Approximate
date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act, check the following box. [X]
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement
for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b2 of the Exchange Act.
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title of Each
Class of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed
Maximum
Offering Price
per Share
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Estimated
Proposed
Maximum
Aggregate
Offering Price
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Amount of Registration Fee
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Secondary Offering by Selling Shareholders:
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Common Stock, par value $0.0001 per share
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1,200,000
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$
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3.50
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$
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2,430,000
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$
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668
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(2)
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(1)
There are being registered hereunder up to 1,200,000 shares of common stock issuable upon exercise of outstanding warrants that
may be sold from time to time pursuant to this registration statement by the selling shareholders named herein. The securities
registered hereunder also include such indeterminate number of shares of common stock as may be issued upon exercise of warrants
pursuant to the antidilution provisions of any of such warrants. In addition, pursuant to Rule 416 under the Securities Act, the
shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect
to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(2)
With respect to shares of common stock to be offered by the selling shareholders in the secondary offering, the price has been
estimated solely for the purpose of calculating the registration fee, pursuant to Rule 457(g) under the Securities Act. Fee paid
with initial filing of this registration statement.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall
become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is prohibited.
Subject
to completion, dated September 5, 2017
PROSPECTUS
CHANTICLEER
HOLDINGS, INC.
1,200,000
Shares of Common Stock
This
prospectus also covers the resale by the selling shareholders identified in the “Selling Shareholders” section of
this prospectus of up to an aggregate of 1,200,000 shares of our common stock issuable upon exercise of outstanding warrants.
We will not receive any of the proceeds from the sale of shares of our common stock by the selling shareholders. We may receive
up to $4,200,000 upon the exercise of the outstanding warrants.
Shares
of our common stock are traded on the NASDAQ Capital Market (“Nasdaq”) under the symbol “HOTR”. On August
30, 2017, the closing sales price for our common stock was $2.34 per share.
Investing
in our securities involves risks. See “Risk Factors” beginning on page 6 of this prospectus as well as the risk
factors and other information in any documents we incorporate by reference into this prospectus to read about important
factors you should consider before investing.
Neither
we nor any selling shareholder has authorized any dealer, salesman or other person to give any information or to make any representation
other than those contained or incorporated by reference in this prospectus and an accompanying supplement to this prospectus.
You must not rely upon any information or representation not contained or incorporated by reference in this prospectus or the
accompanying prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is [ ], 2017
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”).
You should read both this prospectus together with additional information described under the heading “Where You Can Find
More Information”.
Unless
the context otherwise requires, “Chanticleer,” “Company,” “we,” “us” and “our”
refer to Chanticleer Holdings, Inc. and its consolidated subsidiaries, and “selling shareholders” and “selling
shareholder” refer to one or more selling shareholders identified in the “Selling Shareholders” section of this
prospectus. References to “securities” include any security that we or the selling shareholders might offer under
this prospectus or any prospectus supplement.
We
have filed or incorporated by reference exhibits to the registration statement of which this prospectus forms a part. You should
read the exhibits carefully for provisions that may be important to you.
WHERE
YOU CAN FIND MORE INFORMATION
We
file periodic reports, proxy statements and other information with the SEC. Our filings are available to the public over the Internet
at the SEC’s web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s
Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. You can also obtain copies of the documents at prescribed
rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC
at 1-800-SEC-0330 for further information on the operation of its Public Reference Room. We will also provide you with a copy
of any or all of the reports or documents that have been incorporated by reference into this prospectus or the registration statement
of which it is a part upon written or oral request, and at no cost to you. If you would like to request any reports or documents
from the company, please contact Investor Relations at Chanticleer Holdings, Inc., 7621 Little Avenue, Suite 414, Charlotte, NC
28226, (704) 366-5122 or at
ir@chanticleerholdings.com.
Our
Internet address is www.chanticleerholdings.com. We have not incorporated by reference into this prospectus the information on
our website, and you should not consider it to be a part of this document. Our web address is included in this document as an
inactive textual reference only.
INCORPORATION
OF INFORMATION BY REFERENCE
The
SEC allows us to “incorporate by reference” into this prospectus the information we file with the SEC. This means
that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus.
We
are incorporating by reference the following documents that we have filed with the SEC (other than any filing or portion thereof
that is furnished, rather than filed, under applicable SEC rules):
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our
Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 31, 2017;
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our
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2017 and June 30, 2017 filed with the SEC on May
15, 2017 and August 14, 2017, respectively;
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our
Current Reports on Form 8-K dated January 13, 2017, January 17, 2017, February 15, 2017, March 15, 2017, March 28, 2017, April
4, 2017, May 5, 2017, May 15, 2017, May 18, 2017 (as amended via Amendments No. 1 and No. 2 on May 19, 2017), June 12, 2017,
August 9, 2017, August 14, 2017 and August 30, 2017;
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all
other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act since the end of our 2016 fiscal year;
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the
description of our common stock contained in the prospectus, constituting part of our Registration Statement on Form S-1 (File
No. 333-178307) filed with the SEC on December 2, 2011, and subsequently amended on December 8, 2011, February 3, 2012, February
22, 2012, April 12, 2012, May 21, 2012, May 30, 2012, June 5, 2012, and June 19, 2012.
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All
documents that we subsequently file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the termination of this offering shall be deemed to be incorporated by reference into this prospectus.
Our
Internet address is www.chanticleerholdings.com and the URL where incorporated reports and other reports may be accessed is
http://ir.stockpr.com/chanticleerholdings/all-sec-filings
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The
reports incorporated by reference into this prospectus are available from us upon request. We will provide a copy of any and all
of the reports and documents that are incorporated by reference, including exhibits to such reports and documents, in this prospectus
to any person, including a beneficial owner, to whom a prospectus is delivered, without charge, upon written or oral request.
Requests for such copies should be directed to the following:
Chanticleer
Holdings, Inc.
Investor
Relations
7621
Little Avenue, Suite 414
Charlotte,
North Carolina 28226
(704)
366-5122
ir@chanticleerholdings.com
Except
as expressly provided above, no other information, including none of the information on our website, is incorporated by reference
into this prospectus.
INFORMATION
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements, within the meaning of the Federal securities laws, which involve substantial risks
and uncertainties. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words “outlook”, “believes”, “plans”, “intends”,
“expects”, “goals”, “potential”, “continues”, “may”, “should”,
“seeks”, “will”, “would” ,”approximately”, “predicts”, “estimates”,
“anticipates” and similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain these words. You should read statements that contain these words carefully because they discuss our plans,
strategies, prospects and expectations concerning our business, operating results, financial condition and other similar matters.
We believe that it is important to communicate our future expectations to our investors. There will be events in the future, however,
that we are not able to predict accurately or control. The factors listed under “Risk Factors” in this prospectus
and in any documents incorporated by reference into this prospectus as well as any cautionary language in this prospectus, provide
examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations we describe
in our forward-looking statements. Such risks and uncertainties include, among other things, risks and uncertainties related to:
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The
quality of Company and franchise store operations and changes in sales volume
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Our
ability to operate our business and generate profits. We have not been profitable to date;
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Inherent
risks in expansion of operations, including our ability to acquire additional territories, generate profits from new restaurants,
find suitable sites and develop and construct locations in a timely and cost-effective way;
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Inherent
risks associated with acquiring and starting new restaurant concepts and store locations;
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General
risk factors affecting the restaurant industry, including current economic climate, costs of labor and food prices;
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Intensive
competition in our industry and competition with national, regional chains and independent restaurant operators;
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Our
rights to operate and franchise the Hooters-branded restaurants are dependent on the Hooters’ franchise agreements;
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Our
ability, and our dependence on the ability of our franchisees, to execute on our and their business plans effectively;
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Actions
of our franchise partners or operating partners which could harm our business;
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Failure
to protect our intellectual property rights, including the brand image of our restaurants;
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Changes
in customer preferences and perceptions;
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Increases
in costs, including food, rent, labor and energy prices;
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Our
business and the growth of our Company is dependent on the skills and expertise of management and key personnel;
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Constraints
could affect our ability to maintain competitive cost structure, including, but not limited to labor constraints;
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Work
stoppages at our restaurants or supplier facilities or other interruptions of production;
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Our
food service business and the restaurant industry are subject to extensive government regulation;
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We
may be subject to significant foreign currency exchange controls in certain countries in which we operate;
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Inherent
risk in foreign operations and currency fluctuations;
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Unusual
expenses associated with our expansion into international markets;
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The
risks associated with leasing space subject to long-term non-cancelable leases;
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We
may not attain our target development goals and aggressive development could cannibalize existing sales;
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Current
conditions in the global financial markets and the distressed economy;
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A
decline in market share or failure to achieve growth;
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Negative
publicity about the ingredients we use, or the potential occurrence of food-borne illnesses or other problems at our restaurants;
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Breaches
of security of confidential consumer information related to our electronic processing of credit and debit card transactions;
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Unusual
or significant litigation, governmental investigations or adverse publicity, or otherwise;
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Our
debt financing agreements expose us to interest rate risks, contain obligations that may limit the flexibility of our operations,
and may limit our ability to raise additional capital;
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Adverse
effects on our results from a decrease in or cessation or clawback of government incentives related to investments; and
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Adverse
effects on our operations resulting from certain geo-political or other events.
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Before
you invest in our securities, you should be aware that the occurrence of the events described in these risk factors and elsewhere
in this prospectus under the heading “Risk Factors” and in any documents incorporated by reference into this prospectus
could have a material adverse effect on our business, results of operations and financial position. Any forward-looking statement
made by us in this prospectus speaks only as of the date on which we make it. Factors or events that could cause our actual results
to differ will emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to update
or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. You
are advised to consult any further disclosures we make on related subjects in the reports we file with the SEC pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (or the “Exchange Act”).
RISK
FACTORS
Our
business is influenced by many factors that are difficult to predict and that involve uncertainties that may materially affect
our actual operating results, cash flows and financial condition. Before making an investment decision in our securities, you
should carefully consider the specific factors set forth under the caption “Risk Factors” in the applicable prospectus
supplement and in our periodic reports filed with the SEC that are incorporated by reference herein (including the “Risk
Factors” section set forth in Part I, Item IA of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016
and Part II, Item IA of our Form 10Q for the quarterly period ended June 30, 2017) together with all of the other information
appearing in this prospectus, in the applicable prospectus supplement or incorporated by reference into this prospectus in light
of your particular investment objectives and financial circumstances.
THE
COMPANY
The
Company
Chanticleer
Holdings, Inc. was organized October 21, 1999, under its original name, Tulvine Systems, Inc., under the laws of the State of
Delaware. On April 25, 2005, Tulvine Systems, Inc. formed a wholly owned subsidiary, Chanticleer Holdings, Inc., and on May 2,
2005, Tulvine Systems, Inc. merged with, and changed its name to, Chanticleer Holdings, Inc.
Our
Business
Better
Burgers Fast Casual
We
operate and franchise a system-wide total of 39 fast casual restaurants specializing the “Better Burger” category
of which 27 are company-owned and 12 are owned and operated by franchisees under franchise agreements.
American
Burger Company (“ABC”) is a fast-casual dining chain consisting of 9 locations in North Carolina, South Carolina and
New York, known for its diverse menu featuring fresh salads, customized burgers, milk shakes, sandwiches, and beer and wine.
BGR:
The Burger Joint (“BGR”) was acquired in March 2015 and consists of 10 company-owned locations in the United States
and 12 franchisee-operated locations in the United States and the Middle East.
Little
Big Burger (“LBB”) was acquired in September 2015 and consists of 8 company-owned locations in the Portland, Oregon
area.
We
plan to accelerate expansion of our better burger business through a combination of company-owned stores, franchising and partnerships
primarily in the United States. Within the Burger group, we plan to focus the majority of our resources on growing Little Big
Burger, where we are realizing industry-leading margins and returns on capital from our current store locations. We are also considering
opportunities to expand the better burger business internationally, primarily focusing on those regions where we operate Hooters
restaurants to leverage our local infrastructure and management teams across multiple brands. For our BGR and American Burger
Company brands, we intend to open new stores in 2017, albeit at a slower pace than for our Little Big Burger Brand.
Just
Fresh Fast Casual
We
operate Just Fresh, our healthier eating fast casual concept with 7 company owned locations in Charlotte, North Carolina. Just
Fresh offers fresh-squeezed juices, gourmet coffee, fresh-baked goods and premium-quality, made-to-order sandwiches, salads and
soups. We currently hold a 56% controlling interest in Just Fresh.
Our
plans for Just Fresh include maximizing cash flow from our current locations while we evaluate the optimal growth strategy for
the brand. As we have allocated the majority of our current internal and financial resources on growing Little Big Burger, we
do not anticipate opening new Just Fresh locations in the near term. However, we believe the Just Fresh tradename and operating
model provides significant untapped potential for future growth as a company or franchise model and intend to formalize the longer-term
growth strategy for this brand over the coming year.
Hooters
Full Service
Hooters
restaurants are casual beach-themed establishments featuring music, sports on large flat screens, and a menu that includes seafood,
sandwiches, burgers, salads, and of course, Hooters original chicken wings and the “nearly world famous” Hooters Girls.
We
own and operate 9 Hooters full service restaurants in the United States, South Africa, and the United Kingdom. Chanticleer started
initially as an investor in Hooters of America and, subsequently evolved into a franchisee operator. We continue to hold a minority
investment stake in Hooters of America and operate Hooters restaurants in our regions. However, we do not currently intend to
invest in growing the Hooters segment and instead plan to utilize the cash flows from this segment to support growth in our other
fast casual brands.
Restaurant
Geographic Locations
United
States
We
currently operate ABC, BGR and LBB restaurants in the United States as our Better Burger Group. ABC is located in North Carolina,
South Carolina and New York. BGR operates company restaurants in the mid-Atlantic region of the United States, as well as franchise
locations in the US and internationally. LBB operates in the Portland and Eugene, Oregon areas.
We
operate Just Fresh restaurants in the Charlotte, North Carolina area.
We
operate Hooters restaurants in Tacoma, Washington and Portland, Oregon (“Hooters Pacific NW”). We also operate gaming
machines in Portland, Oregon under license from the Oregon Lottery Commission.
South
Africa
We
currently own and operate 6 Hooters locations in South Africa: Durban, Pretoria, Port Elizabeth and Johannesburg (3 locations).
Europe
We
currently own 100% of West End Wings, Ltd, the entity that holds the franchise rights and operates the Hooters restaurant in Nottingham,
England (“Hooters Nottingham”).
Corporate
Information
Our
principal executive offices are located at 7621 Little Avenue, Suite 414, Charlotte, NC 28226. Our web site is
www.chanticleerholdings.com
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USE
OF PROCEEDS
In
the case of a sale by the selling shareholders, we will not receive any of the proceeds from such sale. We may however receive
up to $4,200,000 from the exercise of outstanding warrants by selling shareholders.
DESCRIPTION
OF SECURITIES
DESCRIPTION
OF COMMON STOCK
The
following is a summary of the material terms of our common stock. This summary does not purport to be exhaustive and is qualified
in its entirety by reference to our amended and restated certificate of incorporation, amended and restated bylaws and to the
applicable provisions of Delaware law.
We
are authorized to issue 45,000,000 shares of common stock, $0.0001 par value. Holders of common stock are each entitled to cast
one vote for each share held of record on all matters presented to shareholders. Cumulative voting is not allowed; the holders
of a majority of our outstanding shares of common stock may elect all directors. Holders of common stock are entitled to receive
such dividends as may be declared by our board out of funds legally available and, in the event of liquidation, to share pro rata
in any distribution of our assets after payment of liabilities. Our directors are not obligated to declare a dividend. It is not
anticipated that dividends will be paid in the foreseeable future. Holders of common stock do not have preemptive rights to subscribe
to any additional shares we may issue in the future. There are no conversion, redemption, sinking fund or similar provisions regarding
the common stock. All outstanding shares of common stock are fully paid and nonassessable.
Anti-Takeover
Effects of Certain Provisions of Delaware Law and Our Certificate of Incorporation and Bylaws
We
are subject to the provisions of Section 203 of the Delaware General Corporation Law, an anti-takeover law. Subject to certain
exceptions, the statute prohibits a publicly held Delaware corporation from engaging in a “business combination” with
an “interested stockholder” for a period of three years after the date of the transaction in which the person became
an interested stockholder unless:
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prior
to such date, the board of directors of the corporation approved either the business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
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upon
consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for
purposes of determining the number of shares outstanding those shares owned (1) by persons who are directors and also officers
and (2) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares
held subject to the plan will be tendered in a tender or exchange offer; or
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on
or after such date, the business combination is approved by the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder.
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For
purposes of Section 203, a “business combination” includes a merger, asset sale or other transaction resulting in
a financial benefit to the interested stockholder, and an “interested stockholder” is a person who, together with
affiliates and associates, owns, or within three years prior to the date of determination whether the person is an “Interested
Stockholder” did own, 15% or more of the corporation’s voting stock.
In
addition, our authorized but unissued shares of common stock are available for our board to issue without stockholder approval.
We may use these additional shares for a variety of corporate purposes, including future public or private offerings to raise
additional capital, corporate acquisitions and employee benefit plans The existence of our authorized but unissued shares of common
stock could render more difficult or discourage an attempt to obtain control of our company by means of a proxy contest, tender
offer, merger or other transaction. Our authorized but unissued shares may be used to delay, defer or prevent a tender offer or
takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium
over the market price for the shares held by our stockholders. The board of directors is also authorized to adopt, amend or repeal
our bylaws, which could delay, defer or prevent a change in control.
SECURITIES
HELD BY SELLING SECURITY HOLDERS
On
May 4, 2017, pursuant to a Securities Purchase Agreement we sold and issued 8% non-convertible secured debentures in the principal
amount of $6,000,000 and warrants to purchase 12,000,000 shares of common stock to accredited investors. Subsequently, on May
17, 2017, we effected a one-for-ten reverse stock split of our common stock. After the reverse stock split, each ten shares of
common stock issued and outstanding were combined into one share of common stock, reducing the number of shares underlying the
warrants to 1,200,000. The warrants have an exercise price, as adjusted for our reverse stock split, of $3.50, a ten-year term
and are not exercisable until November 4, 2017. Warrants to purchase 800,000 shares include a beneficial ownership limit upon
exercise of 4.99% of the number of shares of the common stock outstanding immediately after giving effect to the issuance of shares
of common stock issuable upon exercise of the warrant; warrants to purchase the remaining 400,000 shares (held by Larry S. Spitcaufsky,
Trustee of Larry Spitcaufsky Family Trust UTD 1/19/88) include a beneficial ownership limit upon exercise of 19.99%. The shares
of common stock underlying the warrants have registration rights, and, if the warrant shares are not registered, the holders will
have the right to cashless exercise.
SELLING
SHAREHOLDERS
An
aggregate of 1,200,000 shares of common stock may be offered for sale and sold from time to time pursuant to this prospectus by
the selling shareholders and their respective transferees, distributees, pledgees, donees, assignees or other successors. We are
paying all of the expenses in connection with such registration and the sale of the shares, other than selling commissions and
the fees and expenses of counsel and other advisors to the selling shareholders. Information concerning the selling shareholders
may change from time to time, and any changed information will be set forth if and when required in prospectus supplements or
other appropriate forms permitted to be used by the SEC.
The
following table sets forth, for the selling shareholders to the extent known by us, the number of shares of our common stock beneficially
owned, the number of shares of our common stock offered hereby and the number of shares and percentage of outstanding common stock
to be owned after completion of this offering, assuming all shares offered hereby are sold. Other than Larry S. Spitcaufsky’s
involvement with the Company, none of the selling shareholders has had any material relationship within the past three years with
us or, to our knowledge, our affiliates. To our knowledge, none of the selling shareholders is a broker-dealer and/or affiliated
with a broker-dealer.
All
of the information contained in the table below is based solely upon information provided to us by the selling shareholders or
otherwise known by us. In addition to the shares offered hereby, the selling shareholders may otherwise beneficially own our shares
of common stock as a result of, among others, open market purchases, which information is not obtainable by us without undue effort
and expense. The selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise
dispose of, at any time or from time to time since the date on which the information regarding the shares beneficially owned was
last known by us, all or a portion of the shares beneficially owned in transactions exempt from the registration requirements
of the Securities Act.
The
number of shares outstanding and the percentages of beneficial ownership are based on 2,500,534 shares of our common stock issued
and outstanding as of August 31, 2017.
For
the purposes of the following table, the number of shares of our common stock beneficially owned has been determined in accordance
with Rule 13d-3 under the Exchange Act, and such information is not necessarily indicative of beneficial ownership for any other
purpose. Under Rule 13d-3, beneficial ownership includes any shares as to which a selling shareholder has sole or shared voting
power or investment power and also any shares that that selling shareholder has the right to acquire within 60 days of the date
of this prospectus through the exercise of any stock option.
Name of Selling Shareholder
|
|
Number of
Shares Owned
Before
Offering
|
|
|
Number of
Shares
Being
Offered
|
|
|
Number of
Shares
Owned After
Offering
|
|
|
Percent of
Shares
Owned After
Offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Larry S. Spitcaufsky, Trustee of Larry Spitcaufsky Family Trust UTD 1/19/88 (1)
|
|
|
|
|
|
|
400,000
|
|
|
|
0
|
|
|
|
0
|
|
Jonathan and Nancy Glaser Family Trust DTD 12/16/98 (2)
|
|
|
|
|
|
|
200,000
|
|
|
|
0
|
|
|
|
0
|
|
Bryan Ezralow 1994 Trust UTD 12/22/94 (3)
|
|
|
|
|
|
|
538,899
|
|
|
|
238,749
|
(3)
|
|
|
9.5
|
%
|
EMSE, LLC (4)
|
|
|
|
|
|
|
80,000
|
|
|
|
0
|
|
|
|
0
|
|
Marc Ezralow 1997 Trust UTD 11/26/1997 (5)
|
|
|
|
|
|
|
50,000
|
|
|
|
10,000
|
(5)
|
|
|
*
|
|
Elevado Investment Company, LLC (6)
|
|
|
|
|
|
|
40,000
|
|
|
|
|
|
|
|
0
|
|
SPA Trust UTD 9/13/2004 (7)
|
|
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
0
|
|
David Leff Family Trust UTD 2/03/1988 (8)
|
|
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
C and R Irrevocable Trust UTD 11/05/2007 (9)
|
|
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
Freedman 2006 Irrevocable Trust UTD 2/27/2006 (10)
|
|
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
Douglas S. Ramer
|
|
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
0
|
|
Joshua and Julie Ofman Family Trust (11)
|
|
|
|
|
|
|
20,000
|
|
|
|
0
|
|
|
|
0
|
|
Freedman Family Trust UTD 5/25/1982 (12)
|
|
|
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
|
Haddad Family Trust (13)
|
|
|
|
|
|
|
40,000
|
|
|
|
0
|
|
|
|
0
|
|
*
Less than 1%
(1)
Larry S. Spitcaufsky, as Trustee, exercises voting and dispositive control over these shares. Larry S. Spitcaufsky is a
greater than 5% beneficial owner of the Company’s securities. In 2014, Mr. Spitcaufsky sold Pacific Northwest Hooters ®
stores to the Company. Mr. Spitcaufsky is also the Company’s franchisee for Little Big Burger ® in California. Mr.
Spitcaufsky is also a newly appointed director of the Company.
(2)
Jonathan Glaser, as Trustee, exercises voting and dispositive control over these shares.
(3)
Bryan Ezralow, as Trustee, exercises voting and dispositive control over these shares. Includes warrants to purchase 36,000 shares
of common stock expiring October 17, 2019.
(4)
Bryan Ezralow, Marshall Ezralow and Marc Ezralow exercise shared voting and dispositive control over these shares.
(5)
Mark Ezralow, as Trustee, has voting and dispositive control over these shares.
Includes
warrants to purchase 4,000 shares of common stock expiring October 17, 2019.
(6)
Bryan Ezralow, Marshall Ezralow and Marc Ezralow exercise shared voting and dispositive control over these shares.
(7)
Mark Ezralow, as Trustee, has voting and dispositive control over these shares.
(8)
David Michael Leff, as Trustee, exercises voting and dispositive control over these shares.
(9)
David Leff and Karen Leff each exercise voting and dispositive control over these shares.
(10)
Gary E. Freedman and Barbara S. Freedman exercise shared voting and dispositive control over these shares.
(11)
Joshua Offman, as Trustee, exercises voting and dispositive control over these shares.
(12)
Gary E. Freedman and Barbara S. Freedman exercise shared voting and dispositive control over these shares.
(13)
David Haddad, as Trustee, exercises voting and dispositive control over these shares.
PLAN
OF DISTRIBUTION
Subject
to restrictions upon exercise set forth in the warrant agreements, the selling shareholders may sell or dispose of the securities
in one or more of the following ways (or in any combination) from time to time:
|
●
|
through
underwriters or dealers;
|
|
|
|
|
●
|
directly
to a limited number of purchasers or to a single purchaser (including block transactions);
|
|
|
|
|
●
|
through
agents; or
|
|
|
|
|
●
|
an
offering of shares by way of a distribution to shareholders, partners or members.
|
If
the selling shareholders use underwriters in the sale, the securities will be acquired by the underwriters for their own account(s)
and may be resold from time to time in one or more transactions, including:
|
●
|
negotiated
transactions;
|
|
|
|
|
●
|
at
a fixed public offering price or prices, which may be changed;
|
|
|
|
|
●
|
at
market prices prevailing at the time of sale;
|
|
|
|
|
●
|
at
prices related to prevailing market prices; or
|
|
|
|
|
●
|
at
negotiated prices.
|
Broker-dealers
engaged by the selling shareholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling shareholders (or, if any broker-dealer acts as agent for the purchaser of shares of common stock,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an
agency transaction, not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with FINRA IM-2440.
The
obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions and the underwriters
will be obligated to purchase all of such series of securities, if any are purchased.
The
selling shareholders may sell the securities through agents from time to time. Generally, any agent will be acting on a best-efforts
basis for the period of its appointment.
The
selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with
such transactions, broker-dealers or other financial institutions may engage in short sales of our common stock in the course
of hedging the positions they assume with the selling shareholders. The selling shareholders may also enter into options or other
transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial
institution of shares offered hereby, which shares such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The
selling shareholders and any broker-dealers or agents that are involved in selling the shares of common stock may be deemed to
be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions
received by such broker-dealers or agents and any profit on the resale of the shares of common stock purchased by them may be
deemed to be underwriting commissions or discounts under the Securities Act. Each selling shareholder has informed us that it
does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the shares
of common stock. In no event shall any broker-dealer receive fees, commissions and markups, which, in the aggregate, would exceed
eight percent (8%).
Because
selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject
to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder. In addition, any shares of common
stock covered by this prospectus that qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144
rather than under this prospectus. The selling shareholders have advised us that there is no underwriter or coordinating broker
acting in connection with the proposed sale of the shares of common stock by the selling shareholders.
As
used herein, “selling shareholders” includes donees, pledgees, distributees, transferees or other successors-in-interest
selling shares received after the date of this prospectus from a named selling shareholder as a gift, pledge, partnership distribution
or other non-sale related transfer.
Underwriters
and agents may be entitled under agreements entered into with the selling shareholders, if applicable, to indemnification by the
selling shareholders, if applicable, against certain civil liabilities, including liabilities under the Securities Act of 1933,
or to contribution with respect to payments which the underwriters or agents may be required to make.
Under
applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the shares of common stock
may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period,
as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit
the timing of purchases and sales of our securities by the selling shareholders or any other person. We will make copies of this
prospectus available to the selling shareholders and have informed them of the need to deliver a copy of this prospectus to each
purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL
MATTERS
The
validity of the rights and the shares of common stock offered by this prospectus have been passed upon for us by Libertas Law
Group, Inc., Santa Monica, California.
EXPERTS
The
consolidated financial statements of Chanticleer Holdings, Inc. as of and for the years ended December 31, 2016 and 2015 incorporated
in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2016 have been audited by Cherry
Bekaert LLP, an independent registered public accounting firm, as stated in its report incorporated by reference herein, and have
been so incorporated in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
MATERIAL
CHANGES
There
have been no material changes in the Company’s affairs since its fiscal year ended December 31, 2016 that have not been
described in its Quarterly Reports on Form 10-Q or Current Reports on Form 8-K pursuant to the Securities Exchange Act of 1934.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling
us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable. In addition, indemnification may be limited by
state securities laws.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14.
|
Other
Expenses of Issuance and Distribution.
|
The
following table sets forth the expenses payable by us in connection with this offering of securities described in this registration
statement. All amounts shown are estimates, except for the SEC registration fee. The Registrant will bear all expenses shown below.
SEC filing fee
|
|
$
|
668
|
|
Accounting fees and expenses
|
|
|
*
|
|
Legal fees and expenses
|
|
|
*
|
|
Printing and engraving expenses
|
|
|
*
|
|
Other (including subscription and information agent fees)
|
|
|
*
|
|
Total
|
|
|
*
|
|
*
Not presently known.
Item
15.
|
Indemnification
of Directors and Officers.
|
We
are subject to the laws of Delaware on corporate matters, including their indemnification provisions. Section 102 of the General
Corporation Law of Delaware (the “DGCL”) permits a corporation to eliminate the personal liability of directors of
a corporation to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director, except
where the director breached his duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated
a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained
an improper personal benefit.
Section
145 of the DGCL provides that a corporation has the power to indemnify a director, officer, employee, or agent of the corporation,
or a person serving at the request of the corporation for another corporation, partnership, joint venture, trust or other enterprise
in related capacities against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by the person in connection with an action, suit or proceeding to which he was or is a party or is threatened
to be made a party to any threatened, ending or completed action, suit or proceeding by reason of such position, if such person
acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and,
in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, in the case of
actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter
as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court
of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper. The statute provides that indemnification pursuant to these provisions is not exclusive of other
rights of indemnification to which a person may be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Article
Tenth of our certificate of incorporation, as amended, states that to the fullest extent permitted by the DGCL, a director of
the corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as
a director.
Under
Article XI of our bylaws, any person who was or is made a party or is threatened to be made a party to or is in any way involved
in any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, including
any appeal therefrom, by reason of the fact that he is or was a director or officer of ours or was serving at our request as a
director or officer of another entity or enterprise (including any subsidiary), may be indemnified and held harmless by us, and
we may advance all expenses incurred by such person in defense of any such proceeding prior to its final determination, if this
person acted in good faith and in a manner reasonably believed to be in and not opposed to our best interest, and, with respect
to any criminal action or proceeding, the indemnified party had no reason to believe his or her conduct was unlawful. The indemnification
provided in our bylaws is not exclusive of any other rights to which those seeking indemnification may otherwise be entitled.
We
maintain a general liability insurance policy that covers certain liabilities of directors and officers of our corporation arising
out of claims based on acts or omissions in their capacities as directors or officers.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
See
Exhibit Index attached hereto and incorporated herein by reference.
|
(a)
|
The
undersigned registrant hereby undertakes:
|
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act.
(ii)
To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement.
provided,
however
, that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is
contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus required to be filed
pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date
such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date
an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof, provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of an undersigned registrant relating to this offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to this offering prepared by, or on behalf of, the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to this offering containing material information about an undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in this offering made by the undersigned registrant to the purchaser.
(6)
That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual
report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
In
accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and authorized this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on September 5, 2017.
|
CHANTICLEER HOLDINGS, INC.
|
|
|
|
|
By:
|
/s/
Michael D. Pruitt
|
|
|
Michael
D. Pruitt
|
|
|
President
and Chief Executive Officer
|
KNOW
ALL PERSONS BY THESE PRESENTS, that each of the individuals whose signature appears below constitutes and appoints Michael D.
Pruitt, as his true and lawful attorney-in-fact and agent, with full and several power of substitution, for him or her and in
his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to
this registration statement, and to file the same, with all exhibits thereto, and all documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents
or any of them, or their substitutes, may lawfully do or cause to be done.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities indicated and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Michael D. Pruitt
|
|
Chief
Executive Officer, Chairman, President (Principal Executive Officer)
|
|
September
5, 2017
|
Michael
D. Pruitt
|
|
|
|
|
|
|
|
|
|
/s/
Eric S. Lederer
|
|
Chief
Financial Officer (Principal Accounting Officer)
|
|
September
5, 2017
|
Eric
S. Lederer
|
|
|
|
|
|
|
|
|
|
/s/
Gregory E. Kraut
|
|
Director
|
|
September
5, 2017
|
Gregory
E. Kraut
|
|
|
|
|
|
|
|
|
|
/s/
Neil G. Kiefer
|
|
Director
|
|
September
5, 2017
|
Neil
G. Kiefer
|
|
|
|
|
|
|
|
|
|
/s/
Keith J. Johnson
|
|
Director
|
|
September
5, 2017
|
Keith
J. Johnson
|
|
|
|
|
|
|
|
|
|
/s/
Russell Page
|
|
Director
|
|
September
5, 2017
|
Russell
Page
|
|
|
|
|
EXHIBIT
INDEX
Exhibit
|
|
Description
|
|
|
|
2.1
|
|
Purchase Agreements for Australian Entities dated June 30, 2014 (Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K, filed with the SEC on July 3, 2014)
|
|
|
|
3.1
|
|
Certificate
of Incorporation (Incorporated by reference to the Exhibit 3.1.A to our Registration Statement on Form 10SB-12G, filed with
the SEC on February 15, 2000 (File No. 000-29507)
|
|
|
|
3.2
|
|
Certificate of Merger, filed May 2, 2005 (Incorporated by reference to Exhibit 2.1 filed with our Quarterly Report on Form 10-Q, filed with the SEC on August 15, 2011)
|
|
|
|
3.3
|
|
Certificate of Amendment, filed July 16, 2008 (Incorporated by reference to Exhibit 3.1 filed with our Registration Statement on Form S-1/A (Registration No. 333-178307), filed with the SEC on February 3, 2012)
|
|
|
|
3.4
|
|
Certificate of Amendment, filed March 18, 2011 Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on March 18, 2011)
|
|
|
|
3.5
|
|
Certificate of Amendment, filed May 23, 2012 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on May 24, 2012)
|
|
|
|
3.6
|
|
Certificate of Amendment, filed February 3, 2014 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on February 4, 2014)
|
|
|
|
3.7
|
|
Certificate of Amendment, filed October 2, 2014 (Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on October 2, 2014)
|
|
|
|
3.8
|
|
Form of Certificate of Designation of the Series 1 Preferred Stock (Incorporated by reference to Exhibit 3.8 to Registration Statement on Form S-1 (Registration No. 333-214319, as filed December 5, 2016)
|
|
|
|
3.9
|
|
Certificate of Amendment of Certificate of Incorporation of Chanticleer Holdings Inc. dated May 16, 2017 (Incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K, as filed May 18, 2017)
|
|
|
|
3.8
|
|
Bylaws
(Incorporated by reference to Exhibit 3.II.A to our Registration Statement on Form 10SB-12G, filed with the SEC on February
15, 2000 (File No. 000-29507))
|
|
|
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4.1
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Form of Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-1 (Registration No. 333-178307), filed with the SEC on December 2, 2011)
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4.2
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Form of Unit Certificate dated June 2012 (Incorporated by reference to Exhibit 4.2 to our Registration Statement on Form S-1/A (Registration No. 333-178307), filed with the SEC on May 30, 2012)
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4.3
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Form of Warrant Agency Agreement dated June 2012 with Form of Warrant Certificate with $6.50 Exercise Price (Incorporated by reference to Exhibit 4.4 to our Registration Statement on Form S-1/A (Registration No. 333-178307), filed with the SEC on May 30, 2012)
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4.4
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Form of 6% Secured Subordinate Convertible Note dated August 2013 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on August 5, 2013)
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4.5
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Form of Warrant for August 2013 Convertible Note with $3.00 Exercise Price (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on August 5, 2013).
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4.6
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Form of Warrant for September 2013 Merger Agreement with $5.00 Exercise Price (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on October 1, 2013)
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4.7
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Form of Warrant for September 2013 Subscription Agreement with $5.00 Exercise Price (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on October 10, 2013)
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4.8
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Form of Warrant for November 2013 Subscription Agreement with $5.50 and $7.00 Exercise Price (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on November 13, 2013)
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4.9
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Form of Warrant for January 2015 Subscription Agreement with $2.50 Exercise Price (Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K/A, filed with the SEC on January 9, 2015)
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4.10
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Form of 8% Non-convertible Secured Debenture (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, as filed May 5, 2017)
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4.11
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Form of Warrant issued May 4, 2017 (Incorporated by reference to Exhibit 4.2 to Current Report on Form 8-K, as filed May 5, 2017)
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4.12
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Amendment to Warrant dated April 7, 2017 by and between Chanticleer Holdings, Inc., and Larry S. Spitcaufsky, Trustee of Larry Spitcaufsky Family Trust UTD 1-19-88 (Incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K, as filed August 9, 2017)
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4.13
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Form of 2% Convertible Note issued March 10, 2017 (Incorporated by reference to Exhibit 4.4 to Quarterly Report on Form 10-Q for the period ended June 30, 2017, as filed August 14, 2017)
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4.14
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Form
of Amendment to 6% Secured Convertible Note dated March 24, 2017 (Incorporated by reference to Exhibit 4.5 to Quarterly Report
on Form 10-Q for the period ended June 30, 2017, as filed August 14, 2017)
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5.1
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Opinion of Libertas Law Group
Inc., to be filed by amendment.
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10.1
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Form of Franchise Agreement between the Company and Hooters of America, LLC (Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-1 (Registration No. 333-178307), filed with the SEC on December 2, 2011)
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10.2*
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Chanticleer Holdings, Inc. 2014 Stock Incentive Plan effective February 3, 2014 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on February 4, 2014)
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10.3
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Debt Assumption Agreements, dated July 1, 2014 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on July 3, 2014)
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10.4
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Gaming Assignment, dated July 1, 2014 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on July 3, 2014)
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10.5
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Asset Purchase Agreement by and between Chanticleer Holdings, Inc., The Burger Company, LLC and American Burger Morehead, LLC dated September 9, 2014 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on September 10, 2014)
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10.6
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Asset Purchase Agreement by and between Chanticleer Holdings, Inc., Dallas Spoon, LLC and Express Working Capital, LLC d/b/a CapRock Services dated December 31, 2014 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on January 6, 2015)
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10.7
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Form of Subscription Agreement dated January 2015 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K/A, filed with the SEC on January 9, 2015)
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10.8
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Form of Note dated January 2015 (Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K/A, filed with the SEC on January 9, 2015)
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10.9
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Form of Registration Rights Agreement dated January 2015 (Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K/A, filed with the SEC on January 9, 2015)
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10.10
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Asset Purchase Agreement by and between Chanticleer Holdings, Inc., BGR Holdings, LLC and BGR Acquisition LLC, dated February 18, 2015 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on February 18, 2015)
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10.11
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Membership Interest Purchase Agreement dated July 31, 2015 (Incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on August 3, 2015)
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10.12
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Form of Leak Out Agreement dated September 30, 2015 (Incorporated by reference to exhibit 10.2 to our Current Report on Form 8-K, filed with the SEC on October 5, 2015)
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10.13
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Form of Securities Account Control Agreement dated September 30, 2015 (Incorporated by reference to exhibit 10.3 to our Current Report on Form 8-K, filed with the SEC on October 5, 2015)
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10.14
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Stock Pledge and Security Agreement dated September 30, 2015 (Incorporated by reference to exhibit 10.4 to our Current Report on Form 8-K, filed with the SEC on October 5, 2015)
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10.15
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Asset Purchase Agreement by and between Chanticleer Holdings, Inc., BT’s Burgerjoint Management, LLC and BT Burger Acquisition, LLC dated March 31, 2015 (Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K, filed with the SEC on March 31, 2015)
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10.16
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Amendment No. 1 to Asset Purchase Agreement by and between Chanticleer Holdings, Inc., BT’s Burgerjoint Management, LLC and BT Burger Acquisition, LLC dated May 31, 2015 (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to Form S-3, Registration No. 333- 203679, as filed June 3, 2015)
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10.17
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Form of Securities Purchase Agreement by and between the Company and Carl Caserta dated February 11, 2015 (Incorporated by reference to Exhibit 10.1 to our Registration Statement on Form S-3 filed with the SEC on April 27, 2015)
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10.18
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Agreement dated April 24, 2015 by and among the Company, AT Media Corp. and Aton Select Fund, Ltd. (Incorporated by reference to Exhibit 10.2 to our Registration Statement on Form S-3 filed with the SEC on April 27, 2015)
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10.19
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Registration Rights Agreement by and between the Company and Carl Caserta dated February 11, 2015 (Incorporated by reference to Exhibit 10.3 to our Registration Statement on Form S-3 filed with the SEC on April 27, 2015)
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10.20
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Membership Interest Purchase Agreement dated July 31, 2015 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K as filed with the SEC on August 3, 2015)
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10.21
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Form of Leak out Agreement (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K as filed with the SEC on October 5, 2015)
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10.22
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Form of Securities Account Control Agreement Form of Leak out Agreement (incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K as filed with the SEC on October 5, 2015)
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10.23
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Stock Pledge and Security Agreement dated September 30, 2015 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K as filed with the SEC on October 5, 2015)
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10.24
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Business sale agreement to purchase the assets of Hoot Campbelltown Pty Ltd and Hoot Penrith Pty Ltd for the purchase price of $390,000 AUD dated August 12, 2015 (Incorporated by reference to Exhibit 10.24 to Annual Report on Form 10K for the period ending December 31, 2015, as filed March 30, 2016)
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10.25
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Business sale agreement to purchase the assets of Hoot Gold Coast Pty Ltd and Hoot Townsville Pty Limited dated August 12, 2015 (Incorporated by reference to Exhibit 10.25 to Annual Report on Form 10K for the period ending December 31, 2015, as filed March 30, 2016)
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10.26
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Business sale agreement to purchase the assets of Hoot Parramatta Pty Ltd dated August 13, 2015 (Incorporated by reference to Exhibit 10.26 to Annual Report on Form 10K for the period ending December 31, 2015, as filed March 30, 2016)
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10.27
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Second Amendment to Assumption and Assignment Agreement dated October 22, 2016 by and between the Company and Florida Mezzanine Fund, LLLP (Incorporated by reference to Exhibit 10.27 to Registration Statement on Form S-1 (Registration No. 333-214319, as filed October 28, 2016)
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10.28
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Form
of Exchange Agreement dated March 10, 2017 by and between the Company and certain note holders+
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10.29
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Form
of 2% Convertible Promissory note issued March 10, 2017+
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10.30
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Amendment
to 6% Secured Subordinated Convertible Note by and between the Company and certain note holders.
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10.31
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Form of Exchange Agreement by and between Chanticleer Holdings Inc. and holders of 8% Notes dated March 10, 2017 (Incorporated by reference to Exhibit 10.1 to Quarterly Report on Form 10-Q for the period ended June 30, 2017, as filed August 14, 2017)
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10.32
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Securities Purchase Agreement dated May 4, 2017 by and between Chanticleer Holdings Inc. and certain purchasers (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, as filed May 5, 2017)
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10.33
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Security Agreement dated May 4, 2017 by and between Chanticleer Holding’s Inc. and holders of 8% Non-convertible Secured Debentures (Incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K, as filed May 5, 2017)
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10.34
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Subsidiary Guarantee dated May 4, 4017 by and between the subsidiaries of Chanticleer Holdings Inc. and holders of 8% Non-convertible Secured Debentures (Incorporated by reference to Exhibit 10.3 to Current Report on Form 8-K, as filed May 5, 2017)
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10.35
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Satisfaction, Settlement and Release Agreement dated May 2, 2017 by and between Chanticleer Holdings Inc. and Florida Mezzanine Fund, LLLP (Incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K, as filed May 5, 2017)
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10.36
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Amendment to Securities Purchase Agreement by and between Chanticleer Holdings, Inc. and holders of 8% Non-convertible Secured Debentures executed August 7, 2017 (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, as filed August 9, 2017)
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10.37
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Form of Indemnification Agreement (Incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K, as filed August 30, 2017)
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21
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Subsidiaries of the Company (Incorporated by reference to Exhibit 21 to Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as filed March 31, 2017)
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23.1
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Consent
of Cherry Bekaert LLP, Independent Registered Public Accounting Firm+
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23.2
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Consent
of Libertas Law Group Inc. (included in Exhibit 5.1)
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●
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Compensatory
plan or arrangement
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●
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+
Filed herewith
|
Our
SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-35570.
Prior to June 7, 2012, our SEC file number reference was 000-29507.
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