Chanticleer Holdings, Inc. (NASDAQ:
BURG)
(“Chanticleer” or the “Company”), owner, operator, and franchisor
of multiple nationally recognized restaurant brands, today
announced that in connection with the previously announced spin-off
of its restaurant operations that is expected to occur in
connection with the closing of its previously announced merger
(“Merger”) with Sonnet BioTherapeutics (“Sonnet”), the spin-off
entity intends to apply for trading of its shares of its common
stock on the OTC Markets OTCQB Exchange.
As part of its previously announced merger, Chanticleer will
spin-off its current restaurant operations into a newly created
entity to be owned by the current Chanticleer stockholders.
Although the spin-off entity intends to eventually apply for
listing of its shares on the Nasdaq Stock Market, the new entity
will need to initially trade its shares on the OTC Market following
the spin-off.
On October 10, 2019, Chanticleer announced that it entered into
a definitive merger agreement with Sonnet under which the
shareholders of Sonnet will become the majority owners of
Chanticleer’s outstanding common stock. Subject to shareholder
approval by both Chanticleer and Sonnet and approval of the Nasdaq
Stock Market, the proposed merger will result in a publicly-traded
company operating under the Sonnet name under the proposed Nasdaq
ticker symbol “SONN” that will focus on advancing Sonnet’s pipeline
of oncology candidates and the strategic expansion of Sonnet’s
technology platform into other human diseases.
“We’ve made the decision to apply for the listing of the shares
of the spin-off entity for public trading on the OTC Markets OTCQB
Exchange to afford us increased optionality while providing
shareholders of the spin-off entity with important liquidity. Our
current shareholders will not only maintain their ongoing
investment in the restaurant business but will also have potential
upside from the anticipated growth and expansion of Sonnet,”
commented Mike Pruitt, Chairman and Chief Executive Officer of
Chanticleer.
We continue to be optimistic in the direction of our Better
Burger business and recent progress indicates that initiatives and
investments over the last year are yielding measurable results. We
believe this new company platform in the spin-off entity will lead
to reduced costs while affording us a balance sheet and overhead
structure which is better suited for a growing restaurant company,
both organically and through potential acquisitions,” concluded Mr.
Pruitt.
Information about the Proposed Merger and Where to Find It
In connection with the proposed Merger, Chanticleer and Sonnet
intend to file relevant materials with the Securities and Exchange
Commission, or the SEC, including a registration statement on Form
S-4 that will contain a prospectus and a proxy statement. INVESTORS
AND SECURITY HOLDERS OF CHANTICLEER AND SONNET ARE URGED TO READ
THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT CHANTICLEER, SONNET AND THE
PROPOSED MERGER. The proxy statement, prospectus and other relevant
materials (when they become available), and any other documents
filed by Chanticleer with the SEC, may be obtained free of charge
at the SEC website at www.sec.gov. In addition, investors and
security holders may obtain free copies of the documents filed with
the SEC by Chanticleer by directing a written request to:
Chanticleer Holdings, c/o Michael D. Pruitt, Chief Executive
Officer, 7621 Little Avenue, Suite 414, Charlotte, NC 28226.
Investors and security holders are urged to read the proxy
statement, prospectus and the other relevant materials when they
become available before making any voting or investment decision
with respect to the proposed Merger.
This report shall not constitute an offer to sell or the
solicitation of an offer to sell or the solicitation of an offer to
buy any securities, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
in connection with the proposed Merger shall be made except by
means of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Participants in the Solicitation
Chanticleer and its directors and executive officers and Sonnet
and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders
of Chanticleer in connection with the proposed transaction under
the rules of the SEC. Information about the directors and executive
officers of Chanticleer and their ownership of shares of
Chanticleer’s Common Stock is set forth in its Annual Report on
Form 10-K for the year ended December 31, 2018, which was filed
with the SEC on April 1, 2019, and in subsequent documents filed
with the SEC, including the joint proxy statement/prospectus
referred to above. Additional information regarding the persons who
may be deemed participants in the proxy solicitations and a
description of their direct and indirect interests in the proposed
merger, by security holdings or otherwise, will also be included in
the joint prospectus/proxy statement and other relevant materials
to be filed with the SEC when they become available. These
documents are available free of charge at the SEC web site
(www.sec.gov) and from the Chief Executive Officer at Chanticleer
at the address described above.
Forward-Looking Statements
This report and the press release attached hereto as Exhibit
99.1 contain forward-looking statements based upon Chanticleer’s
and Sonnet’s current expectations. This communication contains
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Chanticleer and Sonnet
generally identify forward-looking statements by terminology such
as “may,” “should,” “expects,” “plans,” “anticipates,” “could,”
“intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative
of these terms or other similar words. These statements are only
predictions. Chanticleer and Sonnet have based these
forward-looking statements largely on their then-current
expectations and projections about future events and financial
trends as well as the beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and
uncertainties, many of which involve factors or circumstances that
are beyond each of Chanticleer’s and Sonnet’s control.
Chanticleer’s and Sonnet’s actual results could differ materially
from those stated or implied in forward-looking statements due to a
number of factors, including but not limited to: (i) risks
associated with Chanticleer’s ability to obtain the shareholder
approval required to consummate the proposed merger transaction and
the timing of the closing of the proposed merger transaction,
including the risks that a condition to closing would not be
satisfied within the expected timeframe or at all or that the
closing of the proposed merger transaction will not occur; (ii) the
outcome of any legal proceedings that may be instituted against the
parties and others related to the Merger Agreement; (iii) the
occurrence of any event, change or other circumstance or condition
that could give rise to the termination of the Merger Agreement,
(iv) unanticipated difficulties or expenditures relating to the
proposed merger transaction, the response of business partners and
competitors to the announcement of the proposed merger transaction,
and/or potential difficulties in employee retention as a result of
the announcement and pendency of the proposed merger transaction;
and (v) those risks detailed in Chanticleer’s most recent Annual
Report on Form 10-K and subsequent reports filed with the SEC, as
well as other documents that may be filed by Chanticleer from time
to time with the SEC. Accordingly, you should not rely upon
forward-looking statements as predictions of future events. Neither
Chanticleer nor Sonnet can assure you that the events and
circumstances reflected in the forward-looking statements will be
achieved or occur, and actual results could differ materially from
those projected in the forward-looking statements. The
forward-looking statements made in this communication relate only
to events as of the date on which the statements are made. Except
as required by applicable law or regulation, Chanticleer and Sonnet
undertake no obligation to update any forward-looking statement to
reflect events or circumstances after the date on which the
statement is made or to reflect the occurrence of unanticipated
events.
About Chanticleer Holdings, Inc.
Headquartered in Charlotte, NC, Chanticleer Holdings owns,
operates, and franchises fast, casual, and full-service restaurant
brands, including American Burger Company, BGR – Burgers Grilled
Right, Little Big Burger, Just Fresh, and Hooters. For more
information, please visit:
www.chanticleerholdings.com.
Contact Information:
Investor Relations Jason Assad 678-570-6791
Ja@chanticleerholdings.com
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