| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, DC 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): February 18, 2015 |
CHANTICLEER HOLDINGS, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Delaware | 000-29507 | 20-2932652 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
7621 Little Avenue, Suite 414 Charlotte, North Carolina |
28226 | |
(Address of Principal Executive Offices) | (Zip Code) |
| 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 (seeGeneral 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 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 1.01 | Entry into a Material Definitive Agreement. |
On February 18, 2015, Chanticleer Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with BGR Holdings, LLC, limited liability company organized under the laws of Virginia (“BGR”) and BGR Acquisition LLC, a limited liability company organized under the laws of North Carolina (“Acquisition Sub”) and wholly owned by American Roadside Burger, Inc., a wholly owned subsidiary of the Company. The closing of the Asset Purchase Agreement is scheduled to occur on or before March 31, 2015 and is dependent on various closing conditions.
Pursuant to the terms of the Asset Purchase Agreement, Acquisition Sub acquired substantially all of the assets of BGR, including the ownership interests of a franchising subsidiary, an operating subsidiary and various restaurant locations engagedin the fast casual hamburger restaurant business under the name “BGR The Burger Joint.” In consideration of the purchased assets, the Company has agreed to pay a purchase price consisting of four million dollars in cash and shares of the Company’s common stock, $0.0001 par value per share, equal to one million dollars in the aggregate.
The summary of the Asset Purchase Agreement described above is qualified in its entirety by reference to the Asset Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report.
| Item 9.01 | Financial Statements and Exhibits |
(c) Exhibits.
| Exhibit | Description | |
| 10.1 | Asset Purchase Agreement by and between Chanticleer Holdings, Inc., BGR Holdings, LLC and BGR Acquisition LLC dated February 18, 2015. | |
| 99.1 | Press Release of Chanticleer Holdings, Inc. dated February 18, 2015 |
SIGNATURE
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, thereunto duly authorized.
CHANTICLEER HOLDINGS, INC.
| |||
| /s/ Michael D. Pruitt | |||
| Dated: February 18, 2015 | By: | Michael D. Pruitt | |
| Chief Executive Officer | |||