Quarterly report pursuant to Section 13 or 15(d)


$ in Thousands
2 Months Ended
Feb. 25, 2021
Apr. 27, 2020
Jun. 30, 2022
Mar. 31, 2022
Feb. 28, 2022
Dec. 31, 2021
Aug. 04, 2020
Short-Term Debt [Line Items]              
Total Debt     $ 11,206     $ 9,894  
Less: discount on convertible debt , [1]     (244)     (37)  
Total Debt, net of discount     10,962     9,857  
Current portion of long-term debt and notes payable     3,661     3,264  
Long-term debt and notes payable, less current portion     7,301     6,593  
Convertible Debt One [Member]              
Short-Term Debt [Line Items]              
Total Debt [2]     4,038     4,038  
Convertible Debt Two [Member]              
Short-Term Debt [Line Items]              
Total Debt [1]     1,350      
Convertible Promissory Note [Member]              
Short-Term Debt [Line Items]              
Total Debt [3]     928     1,099  
PPP Loans [Member]              
Short-Term Debt [Line Items]              
Total Debt [4]     4,109     4,109  
EIDL Loans [Member]              
Short-Term Debt [Line Items]              
Total Debt [5]     300     300  
Debt interest rate             3.75%
Contractor Note [Member]              
Short-Term Debt [Line Items]              
Total Debt [6]     348     348  
Notes Payable [Member]              
Short-Term Debt [Line Items]              
Total Debt [7]     133      
Debt interest rate       13.20% 13.20%    
PPP Loan [Member]              
Short-Term Debt [Line Items]              
Proceeds from loan $ 2,000 $ 2,100          
Debt interest rate 1.00% 1.00%          
Promissory Note [Member]              
Short-Term Debt [Line Items]              
Accounts payable and accrued expenses     $ 100     $ 100  
Debt interest rate     12.00%        
[1] In March 2022, the Company commenced a private placement of up to $3.0 million of 8% senior unsecured convertible debentures (the “8% Convertible Debt”) and 3,000,000 common stock warrants. Pursuant to the Securities Purchase Agreement, the Company issued $1.35 million of 8% Convertible Debt and warrants to purchase the number of shares of the Company’s common stock equal to the principal amount of 8% Convertible Debt issued.
[2] In connection with and prior to the Spin-Off and Merger, on April 1, 2020, pursuant to an agreement among Chanticleer, Oz Rey, LLC (“Oz Rey”) and certain original holders of the 8% non-convertible debentures that were satisfied during 2020, the Company issued a 10% secured convertible debenture (the “10% Convertible Debt”) to Oz Rey in exchange for the 8% non-convertible debentures. The principal amount of the 10% Convertible Debt is $4.0 million and is payable in full on April 1, 2024, subject to extension by the holders in two-year intervals for up to 10 years from the issuance date upon Amergent meeting certain conditions. Interest is payable quarterly in cash. In connection with the exchange of the debentures, Amergent issued warrants to Oz Rey and the original 8% non-convertible debenture holders to purchase 2,925,200 shares of common stock. The exercise price is $0.125 for 2,462,600 warrants and $0.50 for 462,500 warrants. The warrants can be exercised on a cashless basis and expire 10 years from the issuance date.
[3] On August 30, 2021, the Company purchased all of the outstanding membership interests in Pie Squared Holdings. The purchase price was funded through the issuance of an 8% secured, convertible promissory note with a face value of $1.0 million and a fair value of $1.2 million at the acquisition date. The note is convertible at any time, in whole or in part, at the holder’s option but includes a beneficial ownership blocker of 4.99%. The conversion price at any time is the volume weighted average price of the Company’s common stock the 30 trading days immediately prior to delivery of notice of conversion, less a discount of 15%; provided, however, that the conversion price has a floor of $0.50 per share and a cap of $2.00 per share. As of June 30, 2022, the note was convertible into 2,000,000 shares of common stock.
[4] On April 27, 2020, Amergent received a Paycheck Protection Program (“PPP”) loan in the amount of approximately $2.1 million. Due to the Spin-Off and Merger, Amergent was not publicly traded at the time of the loan application or funding. The note bears interest at 1% per year, matures in April 2022, and requires monthly interest and principal payments of approximately $0.1 million beginning in November 2020 and through maturity. The currently issued guidelines of the program allow for the loan proceeds to be forgiven if certain requirements are met. Any loan proceeds not forgiven will be repaid in full. The Company’s initial application for loan forgiveness in the full amount of the loan was denied, however, in March 2022, the U.S. SBA reversed its initial decision and will once again review the Company’s application for loan forgiveness. No assurance can be given as to the amount, if any, of forgiveness. The application for forgiveness allowed the Company to defer the timing of repayment until the forgiveness assessment is completed.
[5] On August 4, 2020, the Company obtained two loans under the Economic Injury Disaster Loan (“EIDL”) assistance program from the U.S. SBA in light of the impact of the COVID-19 pandemic on the Company’s business. The principal amount of the loans is $0.3 million, with proceeds to be used for working capital purposes. Interest accrues at the rate of 3.75% per year. Total installment payments of $1,462, including principal and interest, are due monthly. The balance of principal and interest is payable over the next thirty years from the date of the promissory note (August 2050). There are no penalties for prepayment. Based upon guidance issued by the U.S. SBA on June 19, 2020, the EIDL loans are not required to be refinanced by the PPP loan. In March 2022, the U.S. SBA extended the deferral period for the EIDL payments for an additional 12 months. The Company’s installment payments will begin August 4, 2023.
[6] The Company entered into a promissory note to repay a contractor for the build-out of a new Little Big Burger location. The note bears interest at 12% per year. In connection with and prior to the Merger and Spin-Off, on April 1, 2020, this note was assumed by Amergent. The Company is currently in default on this loan and a writ of garnishment was ordered against the Company in 2020 for approximately $0.4 million. The additional $0.1 million is included in accounts payable and accrued expenses at June 30, 2022 and December 31, 2021.
[7] In February and March 2022, eight company-owned stores entered into notes payable to Toast Capital Loans. The terms of the notes require payment of 13.2% of daily credit card sales of the eight stores until the notes are paid in full. The terms of the notes are 270 days and the implied intertest rate is approximately 15% per year.