8-K 1 v356338_8k.htm 8-K CURRENT REPORT


Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported): September 30, 2013



(Exact name of registrant as specified in its charter)



Delaware   000-29507   20-2932652
(State or Other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification)


11220 Elm Lane, Suite 203, Charlotte, NC 28277
(Address of principal executive office) (zip code)


(Former address of principal executive offices) (zip code)


(704) 366-5122
(Registrant’s Telephone Number, Including Area Code)


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 (see General Instruction A.2. below):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))





ITEM 1.01. Entry into a Material Definitive Agreement


On September 30, 2013, Chanticleer Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with American Roadside Burgers, Inc. (“ARB”), whereby the Company acquired one hundred percent (100%) of the outstanding shares of ARB. In exchange, the Company issued 740,000 HOTR Units to the current shareholders of ARB. Each Unit consists of one (1) common stock (the “Common Stock”) and one (1) five (5) year, five dollar ($5) warrant, exercisable after twelve (12) months (the “Warrants,” together with the Common Stock, the “Units”).


The Merger Agreement provides that Chanticleer Roadside Burgers International, LLC (a single-member LLC, of which the Company is the sole member) shall merge with and into ARB, with ARB continuing as the surviving entity and subsidiary of the Company.


At the effective time of the Merger (the “Effective Time”) and pursuant to the Merger Agreement, each issued and outstanding share of the ARB’s common stock will be converted into the right to receive the number of shares according to the following exchange ratio (the “Exchange Ratio”): ARB shareholders shall receive an aggregate amount of 740,000 Units, on a pro-rata basis.


The Company’s Board of Directors unanimously approved the Company’s entry into the Merger Agreement. The Company’s shareholders will be asked to vote to approve the issuance of the shares of the Common Stock issuable upon exercise of the Warrants at the Company’s 2014 Shareholder’s Meeting, which will be held no later than September 30, 2014.


Each party’s obligation to consummate the Merger is subject to customary conditions, including, but not limited to: (a) the accuracy of the other party’s representations and warranties contained in the Merger Agreement, and (b) the other party’s compliance with its obligations under the Merger Agreement in all material respects.


The Merger Agreement includes customary representations, warranties and covenants of the parties. Among its covenants, the Company has agreed to: (a) obtain shareholder approval for the issuance of the Warrants, (b) obtain all required NASDAQ and government approvals, and (c) not take any action that would make any representation or warranty included in the Merger Agreement inaccurate at any time prior to the closing date.


A copy of the Merger Agreement and the form of Warrants have been attached as Exhibit 10.1 and 10.2, respectively, to this current report on Form 8-K to provide our shareholders and investors with information regarding the terms. These documents are not intended to provide any other factual information about the Company, ARB, or any of their respective affiliates or businesses. The representations, warranties, covenant and agreement contained in the documents were made only for the purposes of such agreements and as of specified dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.




The pro forma and audited 2011, 2012, and interim 2013 financial statements will be filed within the requisite timeframe in a future filing.


ITEM 9.01. Financial Statements and Exhibits.




10.1Agreement and Plan of Merger


10.2Form of Warrants


99.1Press release dated October 1, 2013.








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 hereunto duly authorized.


Date:             September 30, 2013


  Chanticleer Holdings, Inc.
  By: /s/  Michael D. Pruitt
    Michael D. Pruitt
    Chief Executive Officer






Exhibit No.   Description   Manner of Filing
10.1   Agreement and Plan of Merger   Furnished Electronically
99.1   Press Release dated Oct. 1, 2013   Furnished Electronically