AMERGENT HOSPITALITY GROUP, INC. Item 1.01 Entry into a Material Definitive Agreement.
The disclosures set forth under Item 5.03 are incorporated into this Item 1.01 by this reference
On
On
The company plans to use the net proceeds to complete the purchase of its
recently announced acquisition of
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 the documents, copies of which will be attached to the company's
quarterly report on From 10Q for the period ending
Item 3.02. Unregistered Sales of
The disclosures set forth under Item 1.01 are incorporated into this Item 3.02 by this reference.
The Units were offered and sold in a transaction 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 laws. The offer 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.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosures set forth under Item 5.03 are incorporated into this Item 3.03 by this reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
The company is authorized to issue up to 400 shares of Series B Preferred. Each
share has a stated value of
The company has the right to redeem the Series B Preferred: (a) commencing
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
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
Exhibit No. Title
3.1 CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS
OF SERIES B CONVERTIBLE PREFERRED STOCK
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