Post-effective Amendment to Registration Statement (pos Am)
March 10 2017 - 7:17AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on March 10, 2017
Registration
No. 333-214319
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-1
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)
|
(Primary
Standard Industrial
Classification
Code Number)
|
(I.R.S.
Employer
Identification
Number)
|
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. [ ]
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 prospect[ ]us 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 [ ]
|
Accelerated
filer [ ]
|
Non-accelerated
filer [ ]
(Do
not check if a smaller reporting company)
|
Smaller
reporting company [X]
|
DEREGISTRATION
OF SECURITIES
Chanticleer
Holdings, Inc. (the “Registrant”) previously registered up to an aggregate of 1,000,000 units consisting of shares
of our 9% Redeemable Series 1 Preferred Stock (“Series 1 Preferred”) and Series 1 Warrants pursuant to the Registration
Statement on Form S-1 (Registration No. 333-214319), filed with the Securities and Exchange Commission, which became effective
on December 15, 2016. On February 10, 2017, Chanticleer completed the final closing of its standby placement to the public of
units that were previously unsubscribed in the Company’s rights offering. With the final closing, the Company sold 62,876
units. In accordance with the undertakings contained in the Registration Statement, the Registrant is filing this Post-Effective
Amendment No. 1 to the Registration Statement to deregister the following securities that were not sold in the offering: (i) 937,124
units, (ii) 937,124 shares of Series 1 Preferred underlying units, (iii) 937,124 Series 1 Warrants underlying units, (iv) 9,371,240
shares of common stock issuable upon exercise of Series 1 Warrants not sold in the offering and (v) shares of common stock issuable
upon payment of dividends on shares of Series 1 Preferred not sold in the offering.
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 this post-effective amendment to registration statement and it has authorized
this post effective amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of Charlotte, State of North Carolina, on March 10, 2017.
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CHANTICLEER HOLDINGS, INC.
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By:
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/s/
Michael D. Pruitt
|
|
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Michael
D. Pruitt
|
|
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President
and Chief Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this post-effective amendment to registration statement has been signed by
the following persons in the capacities and on the dates stated.
Signature
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Title
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Date
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/s/
Michael D. Pruitt
|
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Chief
Executive Officer, Chairman, President
(Principal
Executive Officer)
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March
10, 2017
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Michael
D. Pruitt
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/s/
Eric S. Lederer
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Chief
Financial Officer
(Principal
Accounting Officer)
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March
10, 2017
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Eric
S. Lederer
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*
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Director
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March
10, 2017
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Keith
Johnson
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*
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Director
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March
10, 2017
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Russell
Page
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*By:
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/s/
Michael D. Pruitt
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Michael
D. Pruitt
Attorney-in-Fact
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