Quarterly report pursuant to Section 13 or 15(d)

Debt and Notes Payable - Schedule of Debt and Notes Payable (Details) (Parenthetical)

v3.20.2
Debt and Notes Payable - Schedule of Debt and Notes Payable (Details) (Parenthetical)
 1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Nov. 02, 2020
USD ($)
Apr. 27, 2020
USD ($)
Apr. 02, 2020
USD ($)
shares
Mar. 31, 2020
USD ($)
Jan. 30, 2020
USD ($)
Oct. 31, 2019
USD ($)
Sep. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
shares
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
shares
Jun. 30, 2019
USD ($)
Dec. 31, 2018
USD ($)
Aug. 17, 2020
$ / shares
Dec. 31, 2019
USD ($)
May 04, 2017
USD ($)
$ / shares
shares
Mar. 26, 2013
USD ($)
Debt instrument interest rate     10.00%         8.00% 8.00% 8.00% 8.00%       8.00%  
Debt instrument principal amount               $ 4,082,636   $ 4,082,636         $ 6,000,000 $ 4,082,636
Warrant to purchase common stock | shares                             1,199,978  
Warrant exercise price | $ / shares                             $ 0.50  
Remitted payment     $ 1,350,000 $ 650,000                        
Proceeds from Consideration         $ 194,800                      
Periodic payment         $ 585                      
Outstanding consideration               144,430   144,430       $ 23,958    
Note payable [1]                       6,000,000    
Fair value of warrant     935,000                          
Fair value of conversion future     11,231,000                          
Carrying value of convertible secured debentures without the conversion feature     3,680,000                          
Carrying value of convertible secured debentures with the conversion feature     $ 14,911,000                          
Debt discount [2]               322,752   322,752          
Debt extinguishment expense               (11,808,111) (11,808,111)          
Change in fair value of derivative liabilities               6,443,380 6,141,517          
8% Non-convertible Secured Debentures [Member]                                
Debt instrument interest rate     10.00%                          
Debt instrument principal amount     $ 4,037,889                          
Warrant to purchase common stock | shares     2,925,200                          
Note Payable One [Member]                                
Proceeds from Consideration                       $ 9,600        
Notes Payable Two [Member]                                
Proceeds from Consideration                       $ 187,000        
Notes Payable [Member]                                
Debt instrument interest rate                       4.00%        
Outstanding consideration               25,850   25,850       25,850    
Merchant Capital Advances [Member]                                
Proceeds from Consideration           $ 84,700 $ 46,000                  
Note payable [3]               $ 108,423   $ 108,423       $ 90,408    
Promissory Note [Member]                                
Debt instrument interest rate               12.00%   12.00%       12.00%    
Note payable               $ 348,269   $ 348,269       $ 348,269    
Paycheck Protection Program Loan [Member]                                
Debt instrument interest rate   1.00%                            
Proceeds from issuance of debt   $ 2,100,000                            
Debt instrument, maturity date   Apr. 30, 2022                            
Paycheck Protection Program Loan [Member] | Forecast [Member]                                
Periodic payment $ 119,000                              
10% Secured Convertible Debenture [Member]                                
Debt instrument principal amount               $ 4,037,889   $ 4,037,889            
Warrant to purchase common stock | shares               2,925,200   2,925,200            
Debt description                   In connection with and prior to the Spin-Off and Merger, on April 1, 2020, pursuant to an agreement among Chanticleer, Oz Rey and certain original holders of the 8% non-convertible debentures (see (a) above), the Company issued a 10% secured convertible debenture to Oz Rey in exchange for the 8% non-convertible debentures. The principal amount of the 10% secured convertible debenture is $4,037,889, payable in full on April 1, 2022, 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. At June 30, 2020, the 10% secured convertible debenture was convertible at any time by Oz Rey into common stock at the lower of $0.10 per share and the volume weighted average price on the last 10 trading days immediately prior to conversion. The 10% secured convertible debenture is also subject to adjustment if Amergent sells securities below this price (down round protection), among other triggers. 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.            
Percentage of note conversion                   0.10            
10% Secured Convertible Debenture [Member] | Subsequent Event [Member] | Oz Rey LLC [Member]                                
Conversion price | $ / shares                         $ 0.10      
Convertible Notes [Member] | Warrant One [Member]                                
Debt instrument interest rate               12.50%   12.50%            
Warrant to purchase common stock | shares               2,462,600   2,462,600            
Fair value of conversion future                   $ 406,000            
Convertible Notes [Member] | Warrant Two [Member]                                
Debt instrument interest rate               50.00%   50.00%            
Warrant to purchase common stock | shares               462,500   462,500            
Fair value of conversion future                   $ 4,708,000            
8% Convertible Notes [Member]                                
Warrant to purchase common stock | shares               4,037,889   4,037,889            
10% Convertible Notes [Member]                                
Debt instrument interest rate     10.00%                          
Warrant to purchase common stock | shares               15,846,000   15,846,000            
Debt discount     $ 358,000                          
Interest expenses               $ 35,000   $ 35,000            
Debt extinguishment expense               11,808,111   11,808,111            
Change in fair value of derivative liabilities               $ 7,052,000   $ 7,052,000            
[1] On May 4, 2017, pursuant to a Securities Purchase Agreement, the Company issued 8% non-convertible secured debentures in the principal amount of $6,000,000 and warrants to purchase 1,199,978 shares of common stock to accredited investors. The debentures bore an interest at a rate of 8% per annum and were payable in cash quarterly in arrears.The Company lowered the strike price for several classes of warrants to $0.50 to allow for warrant holders to exercise their warrants in order to induce the exercise thereof and raise capital for the Company. See Note 9 for further discussion of warrant modification.In connection with and prior to the Merger and Spin-Off, on April 1, 2020, pursuant to an agreement among Chanticleer, Oz Rey LLC, a Texas limited liability company ("Oz Rey"), the Company and certain other original holders of the 8% non-convertible secured debentures, the Company was released from all of its obligations under the 8% non-convertible secured debentures, and the 8% non-convertible secured debentures were cancelled. In exchange, Amergent (i) issued a 10% convertible secured debenture in principal amount of $4,037,889 to Oz Rey, (ii) issued warrants to purchase 2,925,200 of shares of common stock of Amergent to Oz Rey and certain of the original holders of the 8% non-convertible secured debentures, and (iii) remitted payment of $650,000 prior to March 31, 2020 and an additional $1,350,000 plus reimbursement of certain expenses to the purchasers on April 1, 2020. See further discussion in (h) below.
[2] In connection with and prior to the Spin-Off and Merger, on April 1, 2020, pursuant to an agreement among Chanticleer, Oz Rey and certain original holders of the 8% non-convertible debentures (see (a) above), the Company issued a 10% secured convertible debenture to Oz Rey in exchange for the 8% non-convertible debentures. The principal amount of the 10% secured convertible debenture is $4,037,889, payable in full on April 1, 2022, 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. At June 30, 2020, the 10% secured convertible debenture was convertible at any time by Oz Rey into common stock at the lower of $0.10 per share and the volume weighted average price on the last 10 trading days immediately prior to conversion. The 10% secured convertible debenture is also subject to adjustment if Amergent sells securities below this price (down round protection), among other triggers. 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.At June 30, 2020, Amergent did not have an adequate amount of authorized common stock to cover shares issuable upon exercise of the warrants and conversion of the 10% convertible notes. As such, the warrants were liability classified and the conversion feature has been bifurcated from the host debt instrument and accounted for as a derivative and recorded as a liability in the accompanying condensed consolidated and combined balance sheet at June 30, 2020, with the change in the liability for the warrants and the conversion feature from the April 1, 2020 issuance date through June 30, 2020 recorded in the accompanying condensed consolidated and combined statement of operations for the three and six month periods then ended.The warrants issued had an estimated fair value of $935,000 as of April 1, 2020 using a Monte Carlo simulation to determine the value. The fair value of the conversion feature was $11,231,000 as of April 1, 2020 using a Monte Carlo simulation to determine the value. The estimated carrying value of the 10% convertible secured debentures without the conversion feature was $3,680,000, and with the conversion feature was $14,911,000.The exchange of the notes has been accounted for as the extinguishment of the 8% non-convertible notes with the difference in the carrying value of the 8% non-convertible notes ($4,037,889) and the fair value of the 10% convertible notes and warrants ($15,846,000) at the date of the exchange recorded as a debt extinguishment charge of $11,808,111 in the accompanying condensed consolidated and combined statement of operations for the three and six month periods ended June 30, 2020.The estimated fair value of the warrants and conversion feature at June 30, 2020 are $406,000 and $4,708,000, respectively. The change in value from the issuance date through June 30, 2020 of $7,052,000 has been recorded as other income and included in change in fair value of derivative liabilities and warrants in the accompanying condensed consolidated and combined statements of operations for both the three and six month periods ended June 30, 2020. See note 10 for further discussion of determining the estimated fair value of these instruments.The Company recorded a debt discount of approximately $358,000 for the difference between the face value of the 10% secured convertible debenture and the estimated fair value at the April 1, 2020 issuance date and is amortizing this discount over the two-year period of the notes.Amortization of approximately $35,000 was recorded as interest expense during both the three and six month periods ended June 30, 2020.On August 17, 2020, the Company and Oz Rey amended the 10% secured convertible debenture to fix the conversion rate into common stock at $0.10 per share. Further, Oz Rey agreed not to convert any portion of the 10% secured convertible debenture that would cause the number of shares on a fully-diluted basis issued after the conversion to exceed the authorized share level. Oz Rey may however, upon reasonably notice to the Company, require the Company to include in its proxy materials, for any annual meeting of shareholders being held by the Company, a proposal to amend the Company's certificate of incorporation to increase the Company's authorized shares to a number sufficient to allow for conversion of all shares underlying the debenture, on a fully diluted basis. Oz Rey also agreed that the Company would not be required under any circumstances to require the Company to make a cash payment to settle the conversion feature not exercisable due to the authorized share cap or in an event that the Company was unable to deliver shares under the conversion feature. Oz Rey also agreed to waive any event of default under the debenture that occurred or existed prior to August 17, 2020.The Company's various loan agreements contain financial and non-financial covenants and provisions providing for cross-default. The evaluation of compliance with these provisions is subject to interpretation and the exercise of judgment.
[3] During September 2019 and October 2019, the Company entered into two merchant capital advances in the amount of $46,000 and $84,700, respectively. The Company agreed to repay these advances through daily payments until those amounts are repaid with the specified interest rate per those agreements. Total outstanding on these advances is $108,423 and $90,408 as of June 30, 2020 and December 31, 2019, respectively. In connection with and prior to the Merger and Spin-Off, on April 1, 2020, these notes were assumed by Amergent.