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): February 16, 2021

AMERGENT HOSPITALITY GROUP INC.

(Exact name of registrant as specified in its charter)

7529 Red Oak Lane

Charlotte, NC 28226

(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:

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Title of each class

Common stock, $0.0001 par value

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.01 Entry into a Material Definitive Agreement.

On February 16, 2021, Amergent Hospitality Group Inc., a Delaware corporation (“Amergent”) and the holders of Series 2 Preferred entered into a Waiver, Consent and Amendment to Certificate of Designations (the “Waiver”). Pursuant to the Waiver, Amergent filed the Second Amended and Restated Certificate of Designations of Series 2 Convertible Preferred Stock (“Amended COD”) (i) providing for the extension of the True-Up Date to April 1, 2021 and (ii) providing for the deduction of proceeds to the original holders from sales of Series 2 Preferred from the True-Up Payment, with the Delaware Secretary of State. Prior to entering into the Waiver, the parties had an oral agreement to the same effect.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The disclosure describing the Waiver is incorporated herein by this reference.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosure describing the Amended COD is incorporated herein by this reference.

The foregoing descriptions of the Waiver and Amended COD do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which will be filed as exhibits to Amergent’s annual report on Form 10-K for the period ended December 31, 2020.

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: February 22, 2021