Chanticleer Holdings Announces 1-for-26 Reverse Stock Split
Nasdaq approves continued listing of Sonnet BioTherapeutics following closing of merger
- Merger transaction expected to close on April 1, 2020
- Trading under “SONN” expected to begin April 2, 2020
CHARLOTTE, N.C., March 31, 2020 (GLOBE NEWSWIRE) -- 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.
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.
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Released March 31, 2020