CHARLOTTE, NC—(Marketwired – May 19, 2017) – Chanticleer Holdings, Inc. (NASDAQ: HOTR) (“Chanticleer,” or the “Company”), owner, operator and franchisor of multiple branded restaurants in the U.S. and abroad, announced that its Board of Directors (the “Board”) and majority of shareholders have approved a 1–for–10 reverse stock split of its issued and outstanding shares of common stock. The 1–for–10 reverse stock split will be effective for trading purposes as of the commencement of trading on Friday, May 19, 2017.
The Reverse Split was approved by shareholders pursuant to a resolution adopted by shareholders of the Company at the annual meeting of shareholders held on May 15, 2017, and is intended to increase the per share trading price of the Company's common stock to satisfy the minimum bid price requirement for continued listing on the NASDAQ Capital Market.
Mike Pruitt, Chairman and CEO of Chanticleer commented, “Over the past year we have significantly improved our operations by focusing on our higher performing better burger segment, improving margins and positioning the business for more profitable growth. More recently, we completed an attractive financing with strategic investors who are also joint venture and franchising partners for our Little Big Burger concept. As we execute against our plan to double our restaurant count by 2020, this reverse split protects our NASDAQ listing while also enhancing the suitability of the Company's shares for potential long–term institutional and individual investors, as well as analysts.”
Upon the effectiveness of the reverse stock split, every 10 shares of Chanticleer's issued and outstanding common stock (and such shares held in treasury) will automatically be converted into one share of common stock; provided that no fractional shares shall be issued to any holder and that instead of issuing such fractional shares, the Company shall round shares up to the nearest whole number (after aggregating all fractional shares to be received by a holder). After the reverse stock split, the total number of shares of all classes of stock that the Corporation shall have authority to issue shall remain at 50,000,000, consisting of 45,000,000 shares of Common Stock, $0.0001 par value, and 5,000,000 shares of preferred stock, $0.0001 par value.
Securities Transfer Corp., Chanticleer's transfer agent, will act as the exchange agent for the reverse stock split. Please contact Securities Transfer Corp. for further information at (469) 633–0101.
Additional information regarding the Reverse Split can be found in the Company's Current Report on Form 8–K filed with the SEC on May 18, 2017 and the Company's Definitive Proxy Statement on Schedule 14A (Form DEF 14A) filed with the SEC on April 19, 2017. The Company's SEC filings may be accessed in the “Investors” section of the Company's website.
About Chanticleer Holdings, Inc.
Headquartered in Charlotte, NC, Chanticleer Holdings (HOTR), 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.
This press release contains forward–looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include projections, predictions, expectations or statements as to beliefs or future events or results or refer to other matters that are not historical facts. Forward–looking statements are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from those contemplated by these statements. The forward–looking statements contained in this press release are based on various factors and were derived using numerous assumptions. In some cases, you can identify these forward–looking statements by the words “anticipate”, “estimate”, “plan”, “project”, “continuing”, “ongoing”, “target”, “aim”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could”, or the negative of those words and other comparable words.
Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward–looking statements ultimately prove to be correct. Forward–looking statements in this press release include, without limitation, statements reflecting management's expectations for future financial performance and operating expenditures, expected growth, profitability and business outlook, increased sales and marketing expenses, and the expected results from the integration of our acquisitions.
Forward–looking statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from those anticipated by such statements. These factors include, but are not limited to, the Company's ability to manage growth; integrate acquisitions; manage debt; meet development goals; and other important risks and uncertainties referenced and discussed under the heading titled “Risk Factors” in the Company's filings with the Securities and Exchange Commission. Although we believe that the expectations reflected in the forward–looking statements contained in this press release are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
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