BURG Chanticleer Holdings Inc

Item 1.01 Entry into a Material Definitive Agreement

On October 12, 2017, Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer” or the “company”) entered into a Securities Purchase Agreement with institutional and accredited investors in a registered direct offering for the sale of 499,857 shares of common stock (the “Shares”) at a purchase price of $2.00 per share, for a total gross purchase price of $999,714. The offering is expected to close on or about October 16, 2017, subject to the satisfaction of customary closing conditions contained in the Securities Purchase Agreement. The Securities Purchase Agreement contains customary representations, warranties and covenants by us.

The offering of the Shares is being made pursuant to a prospectus supplement to be filed with the Securities and Exchange Commission and an accompanying prospectus dated October 16, 2017, pursuant to Chanticleer’s shelf registration statement on Form S-3 that was filed with the Securities and Exchange Commission on April 27, 2015, amended on June 3, 2015 and became effective on June 9, 2015 (File No. 333-203679).

The company also agreed to issue unregistered 5 ½ year warrants to purchase up to 499,857 shares of common stock (“Warrants”) to the investors in a concurrent private placement at an exercise price of $3.50 per share. The company has agreed to register the resale of the common shares underlying the Warrants. The Warrants are exercisable for cash in full commencing six months after the issuance date.

Copies of the Securities Purchase Agreement and the form of Warrant are attached as Exhibits 10.1, and 4.1, respectively, and are incorporated herein by reference. The foregoing descriptions of these documents are not complete and are qualified in their entirety by reference to Exhibits 4.1 and 10.1. A copy of the opinion of Libertas Law Group Inc. relating to the validity of the issuance and sale of the Shares in the registered direct offering is attached as Exhibit 5.1 hereto.