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~~March 2617, 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 12.01 ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement.~~of Assets

~~The~~On ~~disclosures~~March ~~set~~17, ~~forth~~2023, ~~under~~Amergent ~~Item~~Hospitality 5Group Inc.03, ~~are~~a ~~incorporated~~Delaware ~~into~~corporation ~~this~~(“Amergent” ~~Item~~or 1the “company”), through its wholly owned subsidiary, I10/I20 Cuisine, LLC, closed on an asset purchase agreement (“Agreement”) with Boudreaux’s Cajun Kitchen, Inc.01 byto ~~this~~acquire ~~reference~~the Houston, Texas based brand and its four restaurant locations, for an aggregate purchase price of $3,750,00. The company previously remitted a $250,000 deposit applicable to the purchase price at signing. Of the remaining balance paid at closing, $1,000,000 was paid in cash and $2,500,000 was paid in the form of a convertible promissory note.

OnBoudreaux’s will ~~January~~pay ~~26,~~Mastodon ~~2023~~Ventures, ~~Amergent Hospitality Group~~ Inc. ~~(“Amergent or the “company”) closed~~, ~~pursuant~~an toaffiliate aof ~~Securities~~Oz ~~Purchase~~Rey, ~~Agreement with certain accredited investors~~LLC, on ~~the~~an ~~sale~~aggregate infee ~~a private offering~~ of ~~125 units (“Units”)~~$250,000 ~~each~~in ~~Unit~~connection ~~comprised~~with ofthe ~~one~~transaction. ~~share~~Oz ~~of Series A Convertible~~Rey, ~~Preferred~~LLC ~~Stock~~is ~~(“Series~~the Aholder ~~Preferred”) and a warrant (“Warrant”) to purchase up to 10,000 shares~~ of ~~common stock, $0.0001 par value, of~~ the company,’s ~~for~~10% ~~aggregate~~secured ~~gross~~convertible ~~proceeds of $2,500,000~~debenture.

OnThe Note ~~February~~accrues 1,interest ~~2023,~~at ~~Amergent filed~~ a ~~Certificate~~rate of ~~Designation~~6.0% ofper ~~the~~annum ~~Preferences, Rights~~ and ~~Limitations~~will ~~Series~~be Bsecured ~~Convertible~~by ~~Preferred Stock (“Certificate”) with~~ the ~~Secretary~~acquired ~~of State of Delaware, which becomes effective upon filing~~assets. The ~~Certificate,~~Note ~~which~~mature ~~forms~~two ayears ~~part~~from ~~of the company’s~~closing, ~~Certificate~~provided ~~of Incorporations~~$1,250,000 ~~specifies~~of the ~~terms~~principal balance of the ~~Series~~Note Bis ~~Preferred,~~due asand ~~described~~payable in ~~Item~~July 52023.~~03.~~ The ~~Warrants~~Note ~~have~~may abe ~~term of~~converted, 10at ~~years~~the ~~and~~option ~~an initial exercise price~~ of the ~~$1.00~~holder, ~~per~~into ~~share~~shares of common stock. ~~Exercise~~ of the ~~Warrants~~company isat ~~subject to~~ a ~~4.99%~~ ~~beneficial~~conversion ~~ownership~~price ~~limitation,~~of ~~which~~$0.50. ~~may~~The beNote ~~increased,~~includes ~~decreased~~customary orevents ~~waived~~of bydefault, and ain ~~holder~~the inevent ~~its~~of ~~sole~~default, ~~discretion~~accelerates automatically. The ~~exercise price~~Note ofmay ~~the~~be ~~Warrants~~prepaid isin ~~subject~~whole toor ~~customary~~in ~~proportional~~part ~~adjustment~~at ~~for~~any ~~stock splits~~time, ~~stock~~without ~~dividends,~~premium ~~and~~or ~~distributions~~penalty. ~~Holders of Warrants shall also have customary protections in the event of a fundamental transaction.~~

~~The~~Each ~~company~~of ~~plans~~the toparties ~~use~~has made customary representations and warranties and covenants in the ~~net~~Agreement. ~~proceeds~~The closing is subject to ~~complete~~certain conditions, including, among others, the ~~purchase~~accuracy of ~~its~~the ~~recently~~representations ~~announced~~and ~~acquisition~~warranties of ~~Boudreaux’s~~the ~~Cajun~~parties, ~~Kitchen~~and compliance by the parties with their respective obligations under Agreement Both parties are obligated, subject to certain limitations, to indemnify the other under the Agreement ~~along~~for ~~with~~certain ~~funding~~customary ~~its~~and ~~future~~other ~~growth~~specified ~~strategy~~matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims. The Agreement contemplates the execution of certain ancillary agreements between the parties (or their respective affiliates), including but not limited to a security agreement, guaranty, transition services agreement and temporary concession and management agreement.

The above description of the ~~Securities Purchase~~ Agreement ~~and Warrant~~ does not purport to be complete and is qualified in its entirety by reference to the full text of of the ~~documents~~Agreement, ~~copies~~a copy of which will be attached to the company’s quarterly report on ~~From~~ Form 10Q for the period ending March 31, 2023.

Item 3.02. Unregistered Sales of Equity Securities

~~The~~Pursuant ~~disclosures~~to ~~set~~the ~~forth~~Agreement ~~under~~and as described in Item 1.01 ~~are~~above, ~~incorporated~~the ~~into~~company ~~this~~has ~~Item~~agreed 3to issue to the seller the Note.02 byThe ~~this~~offer ~~reference~~and sale of the foregoing Note is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

~~The Units were offered and sold in a transaction~~Item not involving a public offering pursuant to exemption from the Securities Act of 1933, as amended (the “Securities Act”) and have not been registered under the Securities Act, or any other applicable state securities laws9.01. ~~The~~Financial ~~offer~~Statements and ~~sale of the foregoing Units was made in reliance on an exemption from registration under Section 4(a)(2) and/ or Rule 506, as promulgated under Regulation D, of the Securities Act of 1933, as amended~~Exhibits.

~~Item~~(a) ~~3.03.~~Financial ~~Material~~Statements ~~Modification to Rights~~ of ~~Security~~Business ~~Holders.~~Acquired

The ~~disclosures~~financial ~~set~~statements ~~forth~~required ~~under~~by Item 59.0301(a) ~~are~~of ~~incorporated~~Form ~~into~~8-K ~~this~~will ~~Item~~be ~~3.03~~filed by amendment within 71 calendar days after the date on which this ~~reference~~Current Report on Form 8-K is required to be filed.

~~Item~~(b) ~~5.03~~Pro ~~Amendments~~Forma toFinancial ~~Articles of Incorporation or Bylaws; Change in Fiscal Year.~~Information

OnThe ~~February~~pro 1,forma ~~2023,~~financial ~~Amergent~~statements ~~filed~~required aby ~~Certificate~~Item ~~of Designation of the Preferences, Rights and Limitations Series B Convertible Preferred Stock~~ 9.01(~~“Certificate”~~b) ~~with the Secretary~~ of ~~State~~Form of8-K ~~Delaware,~~will ~~which~~be ~~becomes~~filed ~~effective~~by ~~upon~~amendment ~~filing.~~within ~~The~~71 ~~Certificate,~~calendar ~~which forms~~days aafter ~~part of~~ the ~~company’s~~date on ~~Certificate~~which ofthis ~~Incorporations,~~Current ~~specifies~~Report ~~the~~on ~~terms~~Form of8-K ~~the~~is ~~Series~~required Bto ~~Preferred~~be filed.

The company is authorized to issue up to 400 shares of Series B Preferred. Each share has a stated value of $20,000.00. Series B Preferred converts to common stock at an initial conversion price of $0.50 per share. The holders of Series B Preferred shall receive cumulative dividends in an amount equal to 12% of the stated value ($2,400.00 per share of Series B Preferred) on an annual basis, payable in cash, or in shares of common stock based on 30 day VWAP of common stock on the trading market. Conversion of Series B Preferred shall be subject to a 4.99% beneficial ownership limitation, which may be increased, decreased or waived by holder in its sole discretion. Upon any liquidation, dissolution or winding-up of the company, whether voluntary or involuntary, the holders of Series B Preferred shall be entitled to receive out of the assets of the company an amount equal to the stated value plus any accrued and unpaid interest, for each share of Series B Preferred, after any distributions and payment shall be made to holders of any senior securities and before any distribution or payment shall be made to the holders of common stock and any other junior securities.

The company has the right to redeem the Series B Preferred: (a) commencing May 1, 2023 through December 31, 2023, at a price of $25,000.00 per share plus the amount of accrued but unpaid dividends, (b) commencing January 1, 2024 through December 31, 2024, at a price of $30,000.00 per share plus the amount accrued but unpaid dividends, and (c) commencing January 1, 2025 through December 31, 2025, at a price of $35,000.00 per share plus the amount accrued but unpaid dividends. Redemptions may be made in part, pro-rata among holders, or in whole and require 30 days’ notice to holders. In the event of redemption, the investors will retain the Warrants.

Each holder of Series B Preferred will have the right, at any time, to convert each share of Series B Preferred into 40,000 shares of common stock based on the initial conversion price of $0.50, subject to the beneficial ownership limitation and certain adjustments as provided in the Certificate.

The conversion price of the Series B Preferred shall be subject to customary proportional adjustment for stock splits, stock dividends, and distributions. In the event of a pro-rata distribution of assets or rights offering to holders of common stock, holders of Series B Preferred will be allowed to participate on an as converted basis. Holders of Series B Preferred shall also have customary protections in the event of a fundamental transaction.

The holders of Series B Preferred shall vote together with the holders of common stock as a single class on an as-converted basis on all matters presented to the holders of common stock and shall vote as a separate class on all matters presented to the holders of Series B Preferred. The approval of a majority in interest of holders of Series B Preferred shall be required to take any action that alters the rights of Series B Preferred.

The Series B Preferred investor’s interests will be subordinated to all of the company’s indebtedness for borrowed money, whether or not such indebtedness for borrowed money is secured.

A copy of the Certificate is attached as Exhibit 3.1 and is incorporated herein by reference.

The foregoing summary description of the Certificate is not complete and is qualified in its entirety by reference to the full text of the Certificate, which is incorporated herein by reference and filed as Exhibit 3.1 to this Current Report on Form 8-K.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including with respect to the company’s expectations regarding the closing of the asset purchase transaction. Forward-looking statements are not 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.

Additional factors that could cause the company’s actual outcomes or 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, 2021, originally filed with the SEC on March 15, 2022, as such factors may be amended and updated 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 are cautioned not to put undue reliance on such forward-looking statements because actual results may vary materially from those expressed or implied. The company assumes no obligation to, and expressly disclaims any obligation to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Exhibit No.		Title
3.1		CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

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~~March 127, 2023

	Amergent Hospitality Group Inc.

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

Filing Compare · Amergent Hospitality Group Inc.