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): January 1318, 2023

AMERGENT HOSPITALITY GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

000-56160

84-4842958

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification)

Post Office Box 470695

Charlotte, NC

28247

(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

Title of Each Class		Trading Symbol(s)		Name of Each Exchanged on Which Registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

(Amergent Hospitality Group Inc., a Delaware corporation (“Amergent” or the “company”), through its wholly owned subsidiary, ~~Preliminary~~110/120 ~~Voting~~Cuisine, ~~Results~~LLC, entered into an asset purchase agreement (“Agreement”) with Boudreaux’s Cajun Kitchen, Inc. to acquire the Houston, Texas based brand and its four restaurant locations on January 18, 2023, for an aggregate purchase price of $3,750,00. The purchase price is payable through a combination of cash and convertible promissory notes secured by the acquired assets (“Notes”).

~~(a)~~Each ~~Amergent~~of ~~Hospitality~~the ~~Group~~parties ~~Inc.~~has ~~(“Amergent”)~~made ~~held~~customary ~~its~~representations ~~2022~~and ~~Annual~~warranties ~~Meeting~~and ofcovenants ~~Stockholders~~in ~~(“2022~~the ~~Annual~~Agreement. ~~Meeting”) on~~The ~~January~~closing 13is subject to certain conditions, including, ~~2022~~among others, atthe ~~which~~accuracy of the ~~matters~~representations ~~set~~and ~~forth~~warranties ~~below~~of inthe ~~response~~parties, toand ~~Item~~compliance 5by the parties with their respective obligations under Agreement.~~07(b)~~ ~~were~~The ~~submitted~~Agreement tocontemplates athe ~~vote~~execution of ~~security~~certain ~~holders~~ancillary agreements between the parties (or their respective affiliates).

AsThe above description of the ~~close~~Agreement ofdoes ~~business~~not onpurport ~~November~~to ~~18,~~be ~~2022,~~complete ~~the~~and ~~record~~is ~~date~~qualified ~~for~~in its entirety by reference to the ~~Annual~~full ~~Meeting,~~text 15of the Agreement,~~706,735~~ ~~shares~~a copy of which will be attached to the ~~Company~~company’s ~~common stock,~~quarterly ~~$0.0001~~report ~~par~~on ~~value~~From ~~(“Common~~10Q ~~Stock”),~~for ~~were~~the ~~outstanding~~period ~~and~~ending ~~entitled~~March to31, ~~vote~~2023.

~~Set forth~~Item below are the proposals voted upon at the 2022 Annual Meeting, and the estimated preliminary voting results reported by the Company’s proxy solicitor, Securities Transfer Corporation (the “Proxy Solicitor”), based on the information available to the Proxy Solicitor3.02. ~~Based~~Unregistered onSales ~~the estimated preliminary results from the Proxy Solicitor and subject to the qualifications set forth herein, at least 7,990,593 shares~~ of ~~Common~~Equity ~~Stock~~Securities ~~were voted in person or by proxy at the 2022 Annual Meeting, representing approximately 50.89% percent of the shares entitled to be voted.~~

~~The~~Pursuant ~~numbers~~to ~~depicted~~the ~~may~~Agreement ~~not~~and ~~reflect~~as ~~the~~described ~~actual~~in ~~results,~~Item ~~which~~1.01 ~~are~~above, ~~being~~the ~~tabulated~~company byhas ~~the~~agreed ~~independent~~to ~~inspector~~issue ofto ~~election (~~the ~~“Inspector of~~seller ~~Election”)~~the Notes. The ~~Inspector~~offer and sale of ~~Election is~~ the ~~only~~foregoing ~~person~~Note ~~who~~is ~~will~~being bemade ~~able~~in toreliance ~~count,~~on ~~tabulate~~an ~~and~~exemption ~~validate~~from ~~the~~registration ~~votes~~under toSection ~~reflect, among~~4(a)(2) ~~other~~of ~~items:~~ the ~~net~~Securities ~~effect~~Act of ~~legal~~1933, as ~~proxies and other ballots or proxy cards voted at the 2022 Annual Meeting~~amended.

~~These~~The ~~preliminary~~information ~~voting~~in ~~results~~Item ~~will ultimately be updated through the filing of an amendment to this Current Report on Form 8-K to reflect the final certification of results from the Inspector of Election~~1.01 ~~There~~above ~~can~~is beincorporated noby ~~assurance~~reference ~~that~~into ~~the outcome of the final results will be consistent with the outcome of the estimated voting results indicated on~~ this ~~Form~~Item ~~8-K~~3.02.

WeForward ~~identified~~Looking Proposal Nos. 2 and 3 as “routine” pursuant to NYSE Rule 452. However, Broadridge determined that Proposal Nos. 2 and 3, along with Proposal No. 1, are being treated as a “non-routine” due to Broadridge’s mailing date. Shares underlying “broker non-votes” were not counted as present and entitled to vote for purposes of determining whether a quorum is present at the Annual Meeting since there are no longer routine items on the ballot. Your broker could not vote your uninstructed shares at all for Proposals 1, 2 and 3, which is referred to as a “broker non-vote.”Statements

~~(b)~~This ~~The~~Current ~~estimated~~Report ~~preliminary~~on ~~voting~~Form ~~results~~8-K ~~from~~contains forward-looking statements within the ~~Proxy~~meaning ~~Solicitor~~of ~~for~~the Private Securities Litigation Reform Act of 1995, including with respect to the ~~proposals~~company’s ~~presented~~expectations atregarding the ~~2022~~closing ~~Annual~~of ~~Meeting~~the asset purchase transaction. Forward-looking statements are asnot ~~follows~~historical facts or statements of current conditions, but instead represent only management’s beliefs regarding future events, many of which, by their nature, are inherently uncertain and outside of the company’s control. These statements are subject to risks, uncertainties, assumptions and other important factors. Factors that could cause the company’s actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination of the Agreements; the inability to complete the proposed transaction due to the failure to satisfy other conditions to completion of such transaction; the risk that the transaction will not be consummated in a timely manner.

~~Proposal~~Additional ~~No.~~factors 1:that Tocould ~~elect~~cause ~~Michael~~the D.company’s ~~Pruitt,~~actual ~~Frederick~~outcomes L.or ~~Glick~~results to differ materially from those described in the forward-looking statements can be found in the section entitled “Risk Factors” included in the company’s Annual Report on Form 10-K for the year ended December 31, ~~Keith~~2021, J.originally ~~Johnson~~filed with the SEC on March 15, ~~Neil~~2022, G.as ~~Kiefer~~such factors may be amended and Jupdated from time to time in the company’s subsequent periodic filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. Readers ~~Eric~~are ~~Wagoner~~cautioned not to ~~serve~~put aundue ~~one~~reliance on such forward-~~year~~looking ~~term~~statements because actual results may vary materially from those ~~until~~expressed ~~their~~or ~~respective~~implied. ~~successors~~The ~~are~~company ~~duly~~assumes ~~elected~~no obligation to, and ~~qualified~~expressly disclaims any obligation to, update or ~~until~~revise ~~their~~any ~~death~~forward-looking statements, ~~resignation~~whether as a result of new information, ~~removal~~future events or ~~disqualification:~~otherwise.

The estimated preliminary votes for and against each nominee and abstentions are set forth below. The five nominees will be elected to the board after certification of the final results by the Inspector of Election.

			Vote				Broker
	Vote For		Against		Abstentions		Non-Vote
Michael D. Pruitt		7,723,810		266,751		0		*
Frederick L. Glick		7,674,792		315,799		0		*
Keith J. Johnson		7,687,075		303,516		0		*
Neil G. Kiefer		7,720,182		270,409		0		*
J. Eric Wagoner		7,656,442		334,149		0		*

Proposal No. 2: To approve an amendment to Amergent’s certificate of incorporation to increase the authorized shares of common stock, $0.0001 par value, from 50,000,000 to 150,000,000.

The estimated preliminary votes for and against Proposal No. 2 and abstentions are set forth below. Based on the estimated preliminary voting results, Proposal No. 2 may not be approved after certification of the final results by the Inspector of Election.

Vote

Vote For

Against

Abstentions

Broker Non-Votes

7,655,907

334,659

3,027

Proposal No. 3: To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023:

The estimated preliminary votes for and against Proposal No. 3 and abstentions are set forth below. Based on the estimated preliminary voting results, Proposal No. 3 will be approved after certification of the final results by the Inspector of Election.

Vote

Vote For

Against

Abstentions

Broker Non-Votes

7,844,773

73,812

72,005

*to be determined and reported on Form 8-K with all final voting results

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: January 1925, 2023

	Amergent Hospitality Group Inc.

	By:	/s/ Michael D. Pruitt
		Michael D. Pruitt
		Chief Executive Officer

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