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Item
1.01
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Entry
into a Material Definitive Agreement.
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On November 15, 2017, The One Group Hospitality,
Inc., a Delaware corporation (the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”)
with certain investors named therein (the “Investors”), pursuant to which the Company agreed to issue and sell, in
a registered direct offering by the Company directly to the Investors (the “Registered Offering”), an aggregate of
1,750,000 shares (the “Shares”) of common stock, par value $0.0001 per share, of the Company (“Common Stock”),
at an offering price of $1.50 per share, for gross proceeds of approximately $2,625,000 before deducting offering expenses. The
Shares were offered by the Company pursuant to a registration statement on Form S-3 (File No. 333-203429) (the “Registration
Statement”).
In a concurrent private placement (the
“Private Placement” and together with the Registered Offering, the “Offerings”), the Company agreed to
issue to the Investors who participated in the Registered Offering warrants (the “Warrants” and collectively with the
Shares, the “Securities”) to purchase an aggregate of 875,000 shares of Common Stock at an exercise price of $1.63
per share. Each Warrant will be exercisable on the six month anniversary of the date of issuance and will expire on the fifth anniversary
of the date that it became exercisable. The Warrants and the shares of our Common Stock issuable upon the exercise of the Warrants
are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), were not offered pursuant
to the Registration Statement and were offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act,
and Rule 506(b) promulgated thereunder.
On November 15, 2017, the Company entered
into an agreement (the “Board Agreement”) with Argyle Street Management Limited (“ASM”), which entity,
along with certain affiliates, was an Investor in the Offerings, pursuant to which the Company agreed that ASM shall have the right
to designate one member to the Company’s board of directors (the “Board”), who shall initially be Mr. Kin Chan,
for so long as ASM and its affiliates beneficially own at least 750,000 shares of Common Stock.
The foregoing summaries of the Purchase
Agreement, the Warrants and the Board Agreement do not purport to be complete and are subject to, and qualified in their entirety
by, such documents attached as Exhibits 10.1, 4.1 and 10.2, respectively, to this Current Report on Form 8-K, which are incorporated
herein by reference.
This Current Report on Form 8-K does not
constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of
any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
On November 15, 2017, the Company issued
a press release announcing the Offerings. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the legality of the issuance and
sale of the Shares is attached as Exhibit 5.1 hereto.