FWP 1 fwp.htm Form FWP

 

Issuer Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-203679

Supplementing the Preliminary Prospectus dated June 3, 2015

Dated September 2, 2015

 

CHANTICLEER HOLDINGS, INC.

 

This free writing prospectus relates only the rights offering to stockholders of Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer”) of common stock pursuant to the base prospectus dated as of June 3, 2015 (the “Base Prospectus”) included in the Registration Statement on Form S-3 (File No. 333-203679) (“Registration Statement”). The Registration Statement was declared effective on June 9, 2015. The rights offering will be made pursuant to a final prospectus (“Final Prospectus”). Before you invest, you should read the Base Prospectus, Final Prospectus and other documents that Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer”) files with the Securities and Exchange Commission (“SEC”) for more complete information about Chanticleer and the rights offering. You may get these documents for free by visiting EDGAR on the Securities Exchange Commission’s Web site at www.sec.gov. The link to the Base Prospectus is as follows: http://www.sec.gov/Archives/edgar/data/1106838/000149315215002370/forms-3a.htm. Alternatively, requests for copies of these documents may be directed to the information agent for the rights offering, as follows:

 

Rights Information Agent:

Okapi Partners LLC

437 Madison Avenue, 28th Floor

New York, NY 10022

Phone 212.297.0720 or 877.869.0171

hotr@okapipartners.com

 

Investor Materials

 

This issuer free writing prospectus consists of a Powerpoint presentation prepared by Chanticleer’s management, which is attached hereto as Annex A and is incorporated by reference herein.

 

 

 

 

Forward-Looking Statements

 

In order to provide Chanticleer’s investors with an understanding of its current intentions and future prospects, this free writing prospectus may contain statements that are forward-looking statements regarding the proposed rights offering of its common stock, the intended use of proceeds of the rights offering, Chanticleer’s proposed acquisitions, the expected timing of the acquisitions, the prospects for Chanticleer and its subsidiaries, Chanticleer’s market opportunity, Chanticleer’s expectations for the development of its restaurant properties and future growth and projected earnings of Chanticleer’s business. Any statements that are not historical facts contained in this call 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,” “could,” “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 adequate 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 Chanticleer does 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.

 

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved the common stock offered pursuant to the rights offering or passed upon the adequacy or accuracy of this free writing prospectus or the Base or Final Prospectus. Any representation to the contrary is a criminal offense.

 

 

 

 

ANNEX A