Current Report Filing (8-k)
August 09 2017 - 2:48PM
Edgar (US Regulatory)
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):
August 9, 2017 (August 7, 2017)
CHANTICLEER
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-29507
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20-2932652
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01 Entry into a Material Definitive Agreement
On
August 7, 2017, Chanticleer entered into an amendment to the Securities Purchase Agreement dated May 4, 2017 (“SPA”)
with all purchasers party thereto to amend the board designee provision of the SPA in the manner required to comply with Listing
Rule 5640 of the NASDAQ Stock Market. The SPA was amended to provide, until the purchasers, in the aggregate, hold debentures
in the principal amount less than $1,500,000, the purchasers will have the right to appoint a board designee to the Company’s
board of directors. Thereafter, until such time that the purchasers no longer hold the debentures, the purchasers will have the
right to designate one non-voting observer to attend meetings of the board of directors as an observer. The principal amount outstanding
under the debentures, as of the date hereof, is $6,000,000.
Item
8.01 Other Events
On
August 7, 2017 (“Closing Date”), Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer” or
the “Company”) entered into an amendment to that certain warrant issued May 4, 2017 to holder Larry S. Spitcaufsky,
Trustee of Larry Spitcaufsky Family Trust UTD 1-19-88, increasing the holder’s beneficial ownership limitation from 4.99%
to 19.99%. The holder (with its affiliates and any other persons acting as a group together with the holder or its affiliates)
may acquire up to 400,000 shares of common stock at $3.50 per share, exercisable commencing November 4, 2017. The beneficial ownership
limitation is calculated based on the number of shares of common stock outstanding immediately after giving effect to the issuance
of shares issuable upon exercise of the warrant.
The
foregoing descriptions of the agreements in Items 1.01 and 8.01 do not purport to be complete and are qualified in their entirety
by reference to the full text of such agreements, which are filed as Exhibits 4.1 and 10.1 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
Exhibit
No.
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Description
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4.1
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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
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10.1
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Amendment
to Securities Purchase Agreement by and between Chanticleer Holdings, Inc. and purchasers executed August 7, 2017
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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.
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Chanticleer
Holdings, Inc.,
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a
Delaware corporation
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(Registrant)
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Date:
August 9, 2017
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By:
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/s/
Michael D. Pruitt
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Name:
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Michael
D. Pruitt
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Title:
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Chief
Executive Officer
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