Chanticleer Holdings Announces 1-for-26 Reverse Stock Split
2020年4月1日 - 5:07AM
Chanticleer Holdings, Inc. (Nasdaq: BURG) (the “Company” or
“Chanticleer”), owner, operator and franchisor of multiple
nationally-recognized restaurant brands, today announced that it
will effect a 1-for-26 reverse stock split of its outstanding
common stock. The reverse stock split will be effective for trading
purposes as of the commencement of trading on Thursday, April 2,
2020.
Chanticleer also announced today that the Nasdaq
Stock Market has approved the continued listing of Sonnet
BioTherapeutics Holdings, Inc. on the Nasdaq Capital Market
following its merger with Chanticleer, which is expected to close
tomorrow, April 1, 2020. As previously disclosed, in connection
with the merger, Chanticleer will spin off its restaurant
operations. Upon the closing of the merger, Chanticleer will
change its name to Sonnet BioTherapeutics Holdings, Inc. and its
common stock is expected to begin trading on the Nasdaq Capital
Market on Thursday, April 2, 2020 on a post reverse stock split
basis under the symbol “SONN”.
The reverse stock split is intended to increase
the per share trading price of Chanticleer common stock to satisfy
the minimum bid price requirement for continued listing on The
Nasdaq Capital Market after the completion of the merger.
Chanticleer’s common stock will continue to trade on The Nasdaq
Capital Market under the symbol “SONN” and under a new CUSIP number
83548R105. As a result of the reverse stock split, every 26
pre-split shares of common stock outstanding will become one share
of common stock. The par value of the common stock will remain
unchanged at $0.0001 per share after the reverse stock split. The
reverse stock split will not change the authorized number of shares
of the Company’s common stock. The reverse stock split will affect
all stockholders uniformly and will not alter any stockholder’s
percentage interest in the Company’s equity, except to the extent
that the reverse stock split results in some stockholders owning a
fractional share. No fractional shares will be issued in connection
with the reverse split. Stockholders who would otherwise be
entitled to receive a fractional share will instead receive a cash
payment based on today’s closing price of the Company’s common
stock as reported on Nasdaq. The reverse split will also apply to
common stock issuable upon the exercise of Chanticleer’s
outstanding warrants and stock options, with a proportionate
adjustment to the exercise prices thereof, and under the Company’s
equity incentive plans.
The reverse stock split will reduce the number
of shares of common stock issued and outstanding from approximately
14.2 million to approximately 0.55 million (prior to the
merger).
On March 18, 2020, the holders of a majority of
the Company’s outstanding shares of common stock approved the
reverse stock split and gave the Company’s board of directors
discretionary authority to select a ratio for the split ranging
from 1-for-2 to 1-for-40. The board of directors approved the
reverse stock split at a ratio of 1-for-26 on March 26, 2020.
As previously disclosed, the Company’s existing
restaurant business, including its assets and liabilities, will be
spun-off immediately prior to the close of the merger into a newly
created corporate entity. This new entity will be named
Amergent Hospitality Group (“Amergent”) and will be wholly owned by
Chanticleer’s shareholders owning common stock of record as of the
close of business on Thursday, March 26, 2020, the record date for
the spin-off.
Securities Transfer Corporation is acting as the
exchange agent and transfer agent for the reverse stock split.
Stockholders holding their shares in book-entry form or in
brokerage accounts need not take any action in connection with the
reverse stock split. Beneficial holders are encouraged to contact
their bank, broker or custodian with any procedural questions.
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.
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995, including statements regarding the closing of
the merger. All statements pertaining to Chanticleer Holdings,
Inc.’s expectations regarding future financial and/or operating
results, potential for our tests and services and future revenues
or growth in this press release constitute forward-looking
statements. Any statements that are not historical fact
(including, but not limited to, statements that contain words such
as “will,” “believes,” “plans,” “anticipates,” “expects,”
“estimates”) should also be considered to be forward-looking
statements. Forward-looking statements involve risks and
uncertainties discussed in the Chanticleer Holdings, Inc. Form 10-K
for the year ended December 31, 2019, along with other filings with
the Securities and Exchange Commission. These forward-looking
statements speak only as of the date hereof. Chanticleer Holdings,
Inc. disclaims any obligation to update these forward-looking
statements.
Chanticleer Holdings Investor Contact:
Jason Assad 678-570-6791ja@chanticleerholdings.com
Sonnet BioTherapeutics
Alan Lada617-221-8006alada@soleburytrout.com
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