Current Report Filing (8-k)
March 27 2023 - 4:49PM
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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): March 17, 2023
AMERGENT
HOSPITALITY GROUP INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-56160 |
|
84-4842958 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification) |
Post
Office Box 470695
Charlotte,
NC
28247
(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:
☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act: NONE
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchanged on Which Registered |
|
|
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|
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.01 Completion of Acquisition or Disposition of Assets
On
March 17, 2023, Amergent Hospitality Group Inc., a Delaware corporation (“Amergent” or the “company”),
through its wholly owned subsidiary, I10/I20 Cuisine, LLC, closed on an asset purchase agreement (“Agreement”) with Boudreaux’s
Cajun Kitchen, Inc. to acquire the Houston, Texas based brand and its four restaurant locations, for an aggregate purchase price of $3,750,00.
The company previously remitted a $250,000 deposit applicable to the purchase price at signing. Of the remaining balance paid at closing,
$1,000,000 was paid in cash and $2,500,000 was paid in the form of a convertible promissory note.
Boudreaux’s
will pay Mastodon Ventures, Inc., an affiliate of Oz Rey, LLC, an aggregate fee of $250,000 in connection with the transaction. Oz Rey,
LLC is the holder of the company’s 10% secured convertible debenture.
The
Note accrues interest at a rate of 6.0% per annum and will be secured by the acquired assets. The Note mature two years from closing,
provided $1,250,000 of the principal balance of the Note is due and payable in July 2023. The Note may be converted, at the option of
the holder, into shares of common stock of the company at a conversion price of $0.50. The Note includes customary events of default,
and in the event of default, accelerates automatically. The Note may be prepaid in whole or in part at any time, without premium or penalty.
Each
of the parties has made customary representations and warranties and covenants in the Agreement. The closing is subject to certain conditions,
including, among others, the accuracy of the representations and warranties of the parties, and compliance by the parties with their
respective obligations under Agreement Both parties are obligated, subject to certain limitations, to indemnify the other under the Agreement
for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for
certain liabilities and third-party claims. The Agreement contemplates the execution of certain ancillary agreements between the parties
(or their respective affiliates), including but not limited to a security agreement, guaranty, transition services agreement and temporary
concession and management agreement.
The
above description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of
the Agreement, a copy of which will be attached to the company’s quarterly report on Form
10Q for the period ending March 31, 2023.
Item 3.02. Unregistered Sales of Equity Securities
Pursuant
to the Agreement and as described in Item 1.01 above, the company has agreed to issue to the seller the Note. The offer and sale of the
foregoing Note is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
Item
9.01. Financial Statements and Exhibits.
(a)
Financial Statements of Business Acquired
The
financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which
this Current Report on Form 8-K is required to be filed.
(b)
Pro Forma Financial Information
The
pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date
on which this Current Report on Form 8-K is required to be filed.
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 hereunto duly authorized.
Date:
March 27, 2023
|
Amergent
Hospitality Group Inc. |
|
|
|
|
By: |
/s/
Michael D. Pruitt |
|
|
Michael
D. Pruitt |
|
|
Chief
Executive Officer |
Amergent Hospitality (CE) (USOTC:AMHG)
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