Washington, D.C. 20549






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



(Exact name of registrant as specified in its charter)




Delaware   000-56160   84-4842958

(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer



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:


[  ] 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


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.






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


  Amergent Hospitality Group, Inc.
  By: /s/ Michael D. Pruitt
    Michael D. Pruitt
    Chief Executive Officer