Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-214319
Prospectus
Supplement No. 3
(to
Prospectus dated December 15, 2016,
as
supplemented by Prospectus Supplement No. 1
dated
December 30, 2016 and Prospectus
Supplement
No. 2 dated January 13, 2017)
CHANTICLEER
HOLDINGS, INC.
Subscription
Rights Offering
Up
to an Aggregate of 1,000,000 Units Consisting of
9%
Redeemable Series 1 Preferred Stock
and
Seven-Year
Series 1 Warrants to Purchase Common Stock
Upon
the Exercise of Subscription Rights at $13.50 per Unit
This
prospectus supplement no. 3 supplements the prospectus dated December 15, 2016 (as supplemented by prospectus supplement no. 1
dated December 30, 2016 and prospectus supplement no. 2 dated January 13, 2017) relating to the rights offering of non-transferable
subscription rights to purchase up to an aggregate of 1,000,000 units consisting of shares of our Series 1 Preferred Stock and
Series 1 Warrants.
The
rights offering concluded on January 13, 2017. We sold 51,514 units in the rights offering for gross offering proceeds of $695,439.00.
Source Capital Group, Inc., the dealer manager for the rights offering, has agreed to use its commercially reasonable efforts
to place the unsubscribed units in the public offering. The public offering of the unsold units will commence January 17, 2017
and terminate at 5:00 p.m., Eastern Time, on February 10, 2017, unless extended by the Company. Source Capital Group, Inc. has
agreed to reallow up to 6.0% of its placement fee plus 1.0% of its non-accountable expense allowance to selling group members
during the public offering of the units. The subscription price for units in the public offering will continue to be $13.50 per
unit.
On
January 17, 2017, we filed with the Securities and Exchange Commission a Current Report on Form 8-K to announce the conclusion
of the rights offering and commencement of the offering to the public of unsold units. We are filing this prospectus supplement
no. 3 to update and supplement the information included or incorporated by reference in the prospectus, with the information contained
in this prospectus supplement no. 3, including the Current Report on Form 8-K. The text of the Current Report on Form 8-K is attached
to and a part of this prospectus supplement no. 3.
This
prospectus supplement no. 3 should be read in conjunction with the prospectus dated December 15, 2016 (as supplemented by prospectus
supplement no. 1 dated December 30, 2016 and Prospectus Supplement No. 2 dated January 13, 2017) and may not be delivered or utilized
without the prospectus. To the extent there is a discrepancy between the information contained in this prospectus supplement no.
3 and the information in the prospectus, the information contained herein supersedes and replaces such conflicting information.
The
exercise of subscription rights for shares of our units involves a high degree of risk. See “Risk Factors” beginning
on page 24 of the prospectus as well as the risk factors and other information in any documents we incorporate by reference into
the prospectus to read about important factors you should consider before exercising your subscription rights.
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 supplement is January 17, 2017.
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):
January 17, 2017
CHANTICLEER
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
000-29507
|
|
20-2932652
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
8.01. Other Events
On
January 17, 2017, Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing
the conclusion of its rights offering, which expired on January 13, 2017, and commencement of the offering to the public of unsold
units. The Company sold 51,514 units in the rights offering for gross offering proceeds of $695,439.00. The public offering commenced
January 17, 2017 and will terminate at 5:00 p.m., Eastern Time, on February 10, 2017, unless extended by the Company. A copy of
the press release is attached to this Form 8-K as Exhibit 99.1.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
|
|
Document
|
|
|
|
99.1
|
|
Press
Release dated January 17, 2017
|
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.
|
Chanticleer Holdings, Inc.,
a Delaware corporation
(Registrant)
|
|
|
Date:
January 17, 2017
|
By:
|
/s/
Michael D. Pruitt
|
|
Name:
|
Michael
D. Pruitt
|
|
Title:
|
Chief
Executive Officer
|
Exhibit
99.1
Chanticleer
Holdings Announces Conclusion of Rights Offering
and
Commencement of Subscription Period for Offering to Public of Unsold Units
CHARLOTTE,
NC – January 17, 2017 - Chanticleer Holdings, Inc. (NASDAQ: HOTR, HOTRW) (“Chanticleer”, or the “Company”),
owner and operator of multiple restaurant brands in the U.S. and abroad, announced the conclusion of its previously announced
rights offering, which expired on January 13, 2017, and commenced its offering to the public of unsold units.
In
the public offering, the Company is offering to sell, to the public, units offered but not sold in the rights offering. Each unit
consists of one share of the Company’s 9% Redeemable Series 1 Preferred stock and one Series 1 Warrant. Each share of Series
1 Preferred has a liquidation value of $13.50. Each Series 1 Warrant entitles the holder to purchase 10 shares of common stock
for a term of 7 years, exercisable by the surrender of one share of Series 1 Preferred. The purchase price for units in the public
offering will also be $13.50 per unit. The public offering will terminate at 5:00 p.m., Eastern Time, on February 10, 2017, unless
extended by the Company.
Source
Capital Group, Inc., the dealer-manager for the rights offering, as well as broker dealers who are members of the selling group,
have agreed to use their commercially reasonable efforts to place the units in this offering to the public. Current shareholders
who did not previously subscribe to the rights offering may participate in the public offering by contacting the Company, Source
Capital Group, Inc. or their investment advisor.
The
Company intends to have the units quoted on the OTC marketplace. There is no assurance that the units will be quoted on the OTC
marketplace.
Mike
Pruitt, Chairman and CEO of Chanticleer Holdings, commented, “We are thankful to our current shareholders who were given
first preference under the rights period and took advantage of this investment opportunity. From the beginning, it was our belief
that a preferred offering with a yield would be attractive to potential new investors looking at Chanticleer for the first time.”
Mr.
Pruitt continued, “The past few quarters have demonstrated the expansion of our better burger business, resulting in increased
revenue, improving margins and increased EBITDA profitability. The preferred offering will strengthen our balance sheet and allow
us to accelerate growth in our high return Burger concepts.”
The
offering will be made pursuant to Chanticleer’s effective registration statement on Form S-1 (Reg. No. 333-214319) on file
with the U.S. Securities and Exchange Commission (the “SEC”). This press release is not an offer to sell these securities
and is not soliciting an offer to buy these securities. The offering can be made only by a final prospectus. Investors should
consider investment objectives, risks, charges, and expenses carefully before investing. The prospectus included in the registration
statement contains this and additional information about Chanticleer and investors should carefully read the prospectus before
investing. The prospectus may be found by clicking on the following link:
https://www.sec.gov/Archives/edgar/data/1106838/000149315216015898/form424b2.htm
About
Chanticleer Holdings, Inc.
Headquartered
in Charlotte, NC, Chanticleer (HOTR), owns, operates and franchises fast casual and full service restaurant brands, including
American Burger Company, BGR: The Burger Joint, Little Big Burger, Just Fresh and Hooters.
Forward-Looking
Statements:
Any
statements that are not historical facts contained in this release are “forward-looking statements” as that term is
defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as
“expects,” “plans,” “projects,” “will,” “may,” “anticipates,”
“believes,” “should,” “intends,” “estimates,” and other words of similar meaning.
Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties
for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance
or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements
expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated
results include risks and uncertainties related to the fluctuation of global economic conditions, the performance of management
and our employees, our ability to obtain financing or required licenses, competition, general economic conditions and other factors
that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission.
The forward-looking statements contained in this press release speak only as of the date the statements were made, and the companies
do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject
to the safe-harbor provisions of the PSLRA.
Contact
Information:
Company
Contacts:
Michael
Pruitt
(704)
366-5122 x 1
mp@chanticleerholdings.com
Mark
Roberson
(704)
817-5881
mroberson@chanticleerholdings.com
Investor
Relations Contact:
John
Nesbett/Jennifer Belodeau
Institutional
Marketing Services (IMS)
Phone
203.972.9200
jnesbett@institutionalms.com
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