AMHGQ / Amergent Hospitality Group, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): July 26, 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) (Comm

Executive Offer by and between Amergent and Mark Whittle dated January 11, 2023, filed herewith

Exhibit 10.39 January 10, 2023 Mark Whittle Re: Offer of Promotion Dear Mark, On behalf of Amergent Hospitality Group Inc. (the “Company”), I am pleased to offer you the full-time position of Interim President on the terms described below. Please be advised all employees of the Company are paid through our payroll entity, Spark Team Associates, LLC. In your new position, you will be reporting to t

Form of Warrant issued with Series B Convertible Preferred Stock, filed herewith

Exhibit 10.38 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Executive Offer by and between Amergent and Stephen J. Hoelscher dated January 30, 2023, filed herewith

Exhibit 10.40 January 6, 2023 Stephen Hoelscher Re: Offer of Employment- effective start date Dear Steve, On behalf of Amergent Hospitality Group Inc. (the “Company”), I am pleased to offer you the full-time position of Chief Financial Officer on the ter1ns described below. All employees of the Company are paid through our payroll entity, Spark Team Associates, LLC. In your new position, you will

Executive Separation Agreement dated January 10, 2023 by and between Amergent and Frederick L. Glick, filed herewith.

Exhibit 10.42 Executive Separation Agreement This Separation Agreement (this “Agreement”) is dated as of January 10, 2023 by and between Frederick L. Glick (“Employee”) and Amergent Hospitality Group Inc., a corporation formed under the laws of the State of Delaware (“Employer”). WHEREAS, Employer engaged Employee to be an employee of Employer; WHEREAS, Employee and Employer are parties to an Empl

Stock Option Agreement – Stephen J. Hoelscher

Exhibit 10.44 INCENTIVE STOCK OPTION AGREEMENT UNDER THE AMERGENT HOSPITALITY GROUP INC. 2021 EQUITY INCENTIVE PLAN This INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is between Amergent Hospitality Group Inc., a Delaware corporation (the “Company”), and the individual optionee specified below (the “Optionee”) and is made and effective as of April 24, 2023 (the “Effective Date”). Capitalized term

AMERGENT HOSPITALITY GROUP INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW

Exhibit 3.5 AMERGENT HOSPITALITY GROUP INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW The undersigned, Michael D. Pruitt and Michelle Arcidiacono, do hereby certify that: 1. They are the President and Secretary, respectively, of AMERGENT HOSPITALITY GROUP INC., a Delaware

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report pursuant to Secti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2022 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56160 AMERGENT HOSPITALITY GROUP I

Offer of Employment Agreement - Stephen J. Hoelscher dated January 30, 2023, filed herewith.

Exhibit 10.15

Asset Purchase Agreement by and between 110/120 Cuisine, LLC and Boudreaux’s Cajun Kitchen, Inc. dated January 18, 2023, filed herewith

Exhibit 10.41 ASSET PURCHASE AGREEMENT BY AND BETWEEN 110/120 CUISINE, LLC AND BOUDREAUX’S CAJUN KITCHEN INC. DATED AS OF JANUARY 18, 2023 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 1.1 Definitions 1 1.2 Interpretation. 8 ARTICLE 2. PURCHASE AND SALE OF PURCHASED ASSETS 8 2.1 Purchased Assets 8 2.2 Excluded Assets 9 2.3 Assumed Liabilities 9 2.4 Excluded Liabilities 10 2.5 Purchase Price; Deposit;

Affiliate Guarantor, filed herewith

Exhibit 22(II) AMERGENT HOSPITALITY GROUP INC. AFFILIATE GUARANTEES Oz Rey, LLC holds a first priority secured note with a principal balance of $4,037,889, guaranteed by all of Amergent’s subsidiaries. Oz Rey’s security interest is subordinate only to certain interests of holders of Series 2 Preferred stock.

Form of Securities Purchase Agreement for Series B Convertible Preferred Stock and Warrants, filed herewith

Exhibit 10.37 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of the date set forth on each Purchasers signature page, between Amergent Hospitality Group Inc., a Delaware corporation (“Amergent”) and each purchaser identified on the signature pages hereto and each purchaser identified on the signature pages hereto, a “Purchaser” and collectively, the

Subsidiaries of Amergent Hospitality Group Inc., filed herewith

EXHIBIT 21.1 SUBSIDIARIES OF AMERGENT HOSPITALITY GROUP INC. Amergent Hospitality Group, Inc. Jurisdiction of Incorporation Percent owned American Roadside Burgers, Inc. DE, USA American Burger Ally, LLC NC, USA 100 % American Burger Morehead, LLC NC, USA 100 % American Burger Prosperity, LLC NC, USA 50 % American Roadside Burgers Smithtown, Inc. DE, USA 100 % BGR Acquisition, LLC NC, USA 100 % BG

Stock Option Agreement- Michael D. Pruitt

Exhibit 10.43 INCENTIVE STOCK OPTION AGREEMENT UNDER THE AMERGENT HOSPITALITY GROUP INC. 2021 EQUITY INCENTIVE PLAN This INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is between Amergent Hospitality Group Inc., a Delaware corporation (the “Company”), and the individual optionee specified below (the “Optionee”) and is made and effective as of April 24, 2023 (the “Effective Date”). Capitalized term

Stock Option Agreement – Mark Whittle

Exhibit 10.45 INCENTIVE STOCK OPTION AGREEMENT UNDER THE AMERGENT HOSPITALITY GROUP INC. 2021 EQUITY INCENTIVE PLAN This INCENTIVE STOCK OPTION AGREEMENT (“Agreement”) is between Amergent Hospitality Group Inc., a Delaware corporation (the “Company”), and the individual optionee specified below (the “Optionee”) and is made and effective as of February 1, 2023 (the “Effective Date”). Capitalized te

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): June 9, 2023 AMERGENT HOSPITALITY

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): June 9, 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) (Commi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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 30, 2023 AMERGENT HOSPITA

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 30, 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) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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): March 17, 2023 AMERGENT HOSPITALI

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): March 17, 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) (Com

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities

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 26, 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) (C

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK

Exhibit 3.1 EXHIBIT A AMERGENT HOSPITALITY GROUP INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE Delaware GENERAL CORPORATION LAW The undersigned, Michael D. Pruitt and Michelle Arcidiacono, do hereby certify that: 1. They are the President and Secretary, respectively, of AMERGENT HOSPITALITY GROUP INC.,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

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 18, 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) (C

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 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 13, 2023 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of

Submission of Matters to a Vote of Security Holders

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 13, 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) (C

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

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 11, 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) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to Section 240.

Termination of a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 19, 2022 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2022 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56160 AMERGENT HOSPITALIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for use of the Commission only (only as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to Section 240.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

PRE 14A 1 formpre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confi

Termination of a Material Definitive Agreement

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): November 15, 2022 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ☐ Transition Report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2022 ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56145 AMERGENT HOSPITALITY GRO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2022 ☐ Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56145 AMERGENT HOSPITALITY GR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition

2021 Amergent Hospitality Group Inc. Equity Incentive Plan, filed herewith

EXHIBIT 4.4 Amergent Hospitality Group Inc. 2021 Equity Incentive Plan 1. Purpose of the Plan This Plan is intended to promote the interests of the Company (as defined below) and its shareholders by providing employees non-employee directors, consultants, and other selected service providers of the Company, who are largely responsible for the management, growth, and protection of the business of t

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Amergent Hospitality Group Inc.

As filed with the Securities Exchange Commission on May 5, 2022

As filed with the Securities Exchange Commission on May 5, 2022 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 84-4842958 (State or other jurisdiction of incorporation or organization) (I.R.S.

Amergent Hospitality Group Inc. 2021 Equity Incentive Plan, filed herewith

Exhibit 99.1 Amergent Hospitality Group Inc. 2021 Equity Incentive Plan 1. Purpose of the Plan This Plan is intended to promote the interests of the Company (as defined below) and its shareholders by providing employees non-employee directors, consultants, and other selected service providers of the Company, who are largely responsible for the management, growth, and protection of the business of

Affiliate Guarantor, filed herewith

Exhibit 22(II) AMERGENT HOSOPITALITY GROUP INC. AFFILIATE GUARANTEES Oz Rey, LLC holds a first priority secured note with a principal balance of $4.0 million, guaranteed by all of Amergent?s subsidiaries. Oz Rey, LLC?s security interest is subordinate only to certain interests of holders of Series 2 Preferred.

Form of Securities Purchase Agreement for up to $3,000,000 of 8% Senior Unsecured Convertible Debentures and Warrants, filed herewith

Exhibit 10.34 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of the date set forth on each Purchasers signature page, between Amergent Hospitality Group Inc., a Delaware corporation (?Amergent?) and each purchaser identified on the signature pages hereto and each purchaser identified on the signature pages hereto, a ?Purchaser? and collectively, the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56160 AMERGENT HOSPITALITY GROUP,

Amendment No. 3 to 10% Secured Convertible Debenture dated March 9, 2021 by and between Amergent and Oz Rey, LLC, filed herewith

Exhibit 10.17

Form of 8% Senior Unsecured Convertible Debenture, filed herewith

Exhibit 10.35 Issue Date: March , 2022 8.0% SENIOR UNSECURED CONVERTIBLDEBENTURE DUE , 2023 THIS 8.0% SENIOR UNSECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8.0% Senior Unsecured Convertible Debentures of Amergent Hospitality Group Inc., a Delaware corporation (the ?Company?), having its principal place of business at 7529 Red Oak Lane, Charlotte, NC 28226,

Form of Warrant issued with 8% Senior Unsecured Convertible Debentures, filed herewith

Exhibit 10.36 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

Subsidiaries of Amergent Hospitality Group Inc., filed herewith

Exhibit 21.1 Name Jurisdiction of Incorporation Percent Owned AMERGENT HOSPITALITY GROUP, INC. DE, USA American Roadside Burgers, Inc. DE, USA 100 % American Burger Ally, LLC NC, USA 100 % American Burger Morehead, LLC NC, USA 100 % American Burger Prosperity, LLC NC, USA 50 % American Roadside Burgers Smithtown, Inc. DE, USA 100 % BGR Acquisition, LLC NC, USA 100 % BGR Franchising, LLC VA, USA 10

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Entry into a Material Definitive Agreement

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): March 9, 2022 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (Comm

AMHG / AMERGENT HOSPITALITY GROUP INC / Arena Investors LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Amergent Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 02362J106 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

AMHG / AMERGENT HOSPITALITY GROUP INC / NY Farms Group Inc Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AMERGENT HOSPITALITY GROUP, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities) 02362J106 (CUSIP Number) January 19, 2022 (Date of Event Which Requires Filing of this Statement) ? Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1(d) * T

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): December 30, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation)

Submission of Matters to a Vote of Security Holders

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): December 30, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION

DEF 14A 1 formdef14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy

Purchase and Sale Agreement dated October 8, 2021 by and between Chanticleer UK Group Limited and West End Wings Limited (UK), incorporated by reference to Exhibit 10.16 to Form 10Q filed November 22, 2021

EX-10.16 2 ex10-16.htm Exhibit 10.16

Amendment No. 2 to 10% Convertible Debenture and Warrants dated September 27, 2021 by and between Amergent and Oz Rey, LLC, incorporated by reference to exhibit 10.17 to Form 10Q filed November 22, 2021

Exhibit 10.17 AMENDMENT NO. 2 TO 10% SECURED CONVERTIBLE DEBENTURE AND WARRANTS This Amendment No. 2 (the ?Amendment?) to 10% Secured Convertible Debenture in the original principal amount of $4,037,889.00 due April 1, 2022 (as amended to date, the ?Debenture?), is entered into and effective as of , 2021 (the ?Effective Date?), by and between Amergent Hospitality Group Inc., a Delaware corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ☐ Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2021 ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56160 AMERGENT HOSPITALIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

NT 10-Q 1 formnt10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transit

Entry into a Material Definitive Agreement

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): October 8, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (Co

Current Report

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): September 27, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation)

Guaranty of PizzaRev IP Holdings, LLC

Exhibit 10.12 Guaranty of PizzaRev IP Holdings, LLC IN CONSIDERATION OF, and as an inducement for, PizzaRev Acquisition, LLC, a Delaware limited liability company (?Rev Acquisition?), entering into that certain Unit Purchase Agreement, dated as of August 30, 2021 (the ?Purchase Agreement?), with Pie Squared Investment, LLC (?Squared Investment?), and Amergent Hospitality Group, Inc. (?AHG?), Pizza

Unit Purchase Agreement by and between Pie Squared Investment, LLC, PizzaRev Acquisition, LLC and Amergent dated August 30, 2021, incorporated by reference to Exhibit 10.1 to Form 8-K dated August 30, 2021

Exhibit 10.1 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (this ?Agreement?) is made as of the 30th day of August, 2021 by and among PIE SQUARED INVESTMENT, LLC, a Delaware limited liability company (?Squared Investment?), PIZZAREV ACQUISTION LLC, a Delaware limited liability company (?Rev Acquisition?; each of Squared Investment and Rev Acquisition is sometimes individually referred to he

Security Agreement of Pie Squared Holdings LLC and PizzaRev Acquisition, LLC, incorporated by reference to Exhibit 10.5 to Form 8-K dated August 30, 2021

Exhibit 10.5 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is made this 30th day of August 2021, by and between PIE SQUARED HOLDINGS, LLC, a Delaware limited liability company (the ?Company?) and PIZZAREV ACQUISITION LLC, a Delaware limited liability company (?Lender?). RECITALS WHEREAS, the parties hereto entered into that certain Unit Purchase Agreement, dated August 30, 2021 (th

Guaranty of PizzaRev Franchising, LLC, incorporated by reference to Exhibit 10.7 to Form 8-K dated August 30, 2021

Exhibit 10.7 Guaranty of PizzaRev Franchising, LLC IN CONSIDERATION OF, and as an inducement for, PizzaRev Acquisition, LLC, a Delaware limited liability company (?Rev Acquisition?), entering into that certain Unit Purchase Agreement, dated as of August 30, 2021 (the ?Purchase Agreement?), with Pie Squared Investment, LLC (?Squared Investment?), and Amergent Hospitality Group, Inc. (?AHG?), PizzaR

Security Agreement by and between PizzaRev Acquisition, LLC and Amergent, incorporated by reference to Exhibit 10.3 to Form 8-K dated August 30, 2021

Exhibit 10.3 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is made this 30th day of August 2021, by and between AMERGENT HOSPITALITY GROUP, INC., a Delaware corporation (the ?Company?), and PIZZAREV ACQUISITION LLC, a Delaware limited liability company (?Lender?). RECITALS WHEREAS, the parties hereto entered into that certain Unit Purchase Agreement, dated August 30, 2021 (the ?Agr

Indemnification Agreement of PizzaRev Acquisition, LLC, incorporated by reference to Exhibit 10.14 to Form 8-K dated August 30, 2021

EX-10.15 15 ex10-15.htm Exhibit 10.15 August 30, 2021 Pie Squared Investment, LLC [ADDRESS] Re: Indemnification by PizzaRev Acquisition, LLC of Pie Squared Investment, LLC and Others Ladies and Gentlemen: This letter agreement (this “Letter”) is entered into by and between PizzaRev Acquisition, LLC (“Rev Acquisition”) and Pie Squared Investment, LLC (“Squared Investment”) in connection with the ex

Security Agreement by and between PizzaRev IP Holdings, LLC and PizzRev Acquisition, LLC

Exhibit 10.11 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is made this 30th day of August 2021, by and between PIZZAREV IP HOLDINGS, LLC, a Delaware limited liability company (the ?Company?) and PIZZAREV ACQUISITION LLC, a Delaware limited liability company (?Lender?). RECITALS WHEREAS, the parties hereto entered into that certain Unit Purchase Agreement, dated August 30, 2021 (t

Waiver of Security Interests and Liens of Oz Rey, LLC, incorporated by reference to Exhibit 10.13 to Form 8-K dated August 30, 2021

Exhibit 10.14 WAIVER OF SECURITY INTERESTS AND LIENS 1. Recitals (a) Amergent Hospitality Group, Inc., a Delaware corporation (?Amergent?), is a party to a Unit Purchase Agreement (the ?Purchase Agreement?) dated as of the 30th day of August 2021 by and among Pie Squared Investment, LLC, a Delaware limited liability company (?Squared Investment?), Pizzarev Acquisition LLC, a Delaware limited liabi

Indemnification Agreement of Principal, incorporated by reference to Exhibit 10.5 to Form 8-K dated August 30, 2021

Exhibit 10.16 August 30, 2021 Amergent Hospitality Group, Inc. 7621 Little Ave, Suite 414 Charlotte, NC 28226 Re: Indemnification by Cleveland Avenue, LLC Ladies and Gentlemen: This letter agreement (this ?Agreement?) is entered into by and between Cleveland Avenue, LLC (?CA?) and Amergent Hospitality Group, Inc. (?AHG?) in connection with the execution of that certain Unit Purchase Agreement (the

Guaranty of Principal

Exhibit 10.9 Guaranty of Pie Squared Pizza, LLC IN CONSIDERATION OF, and as an inducement for, PizzaRev Acquisition, LLC, a Delaware limited liability company (?Rev Acquisition?), entering into that certain Unit Purchase Agreement, dated as of August 30, 2021 (the ?Purchase Agreement?), with Pie Squared Investment, LLC (?Squared Investment?), and Amergent Hospitality Group, Inc. (?AHG?), Pie Squar

Guaranty of Pie Squared Holdings, LLC, incorporated by reference to Exhibit 10.4 to Form 8-K dated August 30, 2021

Exhibit 10.4 Guaranty of Pie Squared Holdings, LLC IN CONSIDERATION OF, and as an inducement for, PizzaRev Acquisition, LLC, a Delaware limited liability company (?Rev Acquisition?), entering into that certain Unit Purchase Agreement, dated as of August 30, 2021 (the ?Purchase Agreement?), with Pie Squared Investment, LLC (?Squared Investment?), and Amergent Hospitality Group, Inc. (?AHG?), Pie Sq

Convertible Promissory Note of Amergent in favor of PizzaRev Acquisition, LLC, incorporated by reference to Exhibit 10.2 to Form 8-K dated August 30, 2021

Exhibit 10.2 Original Issue Date: August 30, 2021 $ 8.0% SECURED CONVERTIBLE NOTE DUE August 30, 2023 THIS 8.0% SECURED CONVERTIBLE NOTE is duly authorized and validly issued by Amergent Hospitality Group, Inc., a Delaware corporation (the ?Company?), having its principal place of business at 7621 Little Ave, Suite 414, Charlotte, NC 28226 (this ?Note?). FOR VALUE RECEIVED, the Company promises to

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): August 30, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (Co

Security Agreement by and between PizzaRev Franchising, LLC and Amergent

Exhibit 10.8 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is made this 30th day of August, 2021, by and between PIZZAREV FRANCHISING, LLC, a Delaware limited liability company (the ?Company?) and PIZZAREV ACQUISITION LLC, a Delaware limited liability company (?Lender?). RECITALS WHEREAS, the parties hereto entered into that certain Unit Purchase Agreement, dated August 30, 2021 (t

Escrow Agreement, incorporated by reference to Exhibit 10.6 to Form 8-K dated August 30, 2021

Exhibit 10.6 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this ?Agreement?), dated as of August 30, 2021, is entered into by and among PIZZAREV ACQUISITION, LLC, a Delaware limited liability company (?Rev Acquisition?), PIE SQUARED HOLDINGS, LLC, a Delaware limited liability company (the ?Company?), PIE SQUARED PIZZA, LLC, a California limited liability company (?Pie Squared?), AMERGENT HOSPITALITY GRO

Security Agreement by and between Pie Squared Pizza, LLC and PizzRev Acquisition, LLC

Exhibit 10.10 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this ?Agreement?) is made this 30th day of August 2021, by and between PIE SQUARED PIZZA, LLC, a Delaware limited liability company (the ?Company?) and PIZZAREV ACQUISITION LLC, a Delaware limited liability company (?Lender?). RECITALS WHEREAS, the parties hereto entered into that certain Unit Purchase Agreement, dated August 30, 2021 (the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ☐ Transition Report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2021 ? Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56145 AMERGENT HOSPITALITY GRO

Unrestricted Stock Award Agreement by and between Amergent and Frederick L. Glick, incorporated by reference to Exhibit 10.2 to Form 8-K dated August 2, 2021

Exhibit 10.2 UNRESTRICTED STOCK AWARD AGREEMENT UNDER THE 2021 AMERGENT HOSPITALITY GROUP INC. INDUCEMENT PLAN (Fully Vested) Name of Grantee: Frederick L. Glick Number of Shares: 50,000 Grant Date: August 2, 2021 Pursuant to the 2021 Amergent Hospitality Group Inc. Inducement Plan (the ?Plan?), Amergent Hospitality Group Inc., a Delaware corporation (the ?Company?) hereby grants an Unrestricted S

Entry into a Material Definitive Agreement

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): August 2, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (Com

Nonstatutory Stock Option Agreement (2), filed herewith

Exhibit 10.4 GRANT OF OPTION (NONQUALIFIED) PURSUANT TO THE 2021 AMERGENT HOSPITALITY GROUP INC. INDUCEMENT PLAN Frederick L. Glick - August 2, 2021 - Option Grant 2 Amergent Hospitality Group Inc., a Delaware corporation (the ?Company?), hereby grants to Frederick L. Glick (?Optionee?) a nonqualified option to purchase an aggregate of 300,000 shares of common stock of the Company, $0.0001 par val

Nonstatutory Stock Option Agreement (No.1) by and between Amergent and Frederick L. Glick, incorporated by reference to Exhibit 10.3 to Form 8-K dated August 2, 2021

Exhibit 10.3 GRANT OF OPTION (NONQUALIFIED) PURSUANT TO THE AMERGENT HOSPITALITY GROUP INC. 2021 INDUCEMENT PLAN Frederick L. Glick - August 2, 2021 - Option Grant 1 Amergent Hospitality Group Inc., a Delaware corporation (the ?Company?), hereby grants to Frederick L. Glick (?Optionee?) a nonqualified option to purchase 150,000 shares of common stock, $0.0001 par value (the ?Shares?) of the Compan

As filed with the Securities Exchange Commission on July 30, 2021

As filed with the Securities Exchange Commission on July 30, 2021 Registration No.

2021 Amergent Hospitality Group Inc. Inducement Plan, as amended, incorporated by reference to Exhibit 4.4 to Amergent’s Registration Statement on Form S-8, File No. 333-258345, as filed August 2, 2021

Exhibit 4.4 AMERGENT HOSPITALITY GROUP INC. 2021 INDUCEMENT PLAN (as adopted by the Board of Directors on July 8, 2021 and amended on July 27, 2021) SECTION 1. INTRODUCTION 1.1 Establishment. The purpose of this Amergent Hospitality Group Inc. 2021 Inducement Plan (the ?Plan?) is to advance the interests of Amergent Hospitality Group Inc., a Delaware corporation, and its Subsidiaries (hereinafter

Entry into a Material Definitive Agreement

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): July 15, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (Comm

Amended and Restated Employment Agreement by and between Frederick L. Glick and Amergent effective July 1, 2021, incorporated by reference to Exhibit 10.1 to Form 8-K dated August 2, 2021

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Amended and Restated Employment Agreement (the ?Agreement?) is made and effective as of July 1, 2021 (the ?Effective Date?) by and between Amergent Hospitality Group Inc., a Delaware corporation (?Amergent? or the ?Company?) and Frederick L. Glick, an individual (the ?Executive?). This Agreement amends, replaces and supersedes in its enti

AMERGENT HOSPITALITY GROUP INC. 2021 INDUCEMENT PLAN (as adopted by the Board of Directors on July 8, 2021)

Exhibit 99.1 AMERGENT HOSPITALITY GROUP INC. 2021 INDUCEMENT PLAN (as adopted by the Board of Directors on July 8, 2021) SECTION 1. INTRODUCTION 1.1 Establishment. The purpose of this Amergent Hospitality Group Inc. 2021 Inducement Plan (the ?Plan?) is to advance the interests of Amergent Hospitality Group Inc., a Delaware corporation, and its Subsidiaries (hereinafter collectively ?Amergent? or t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 [ ] Transition Report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2021 [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56145 AMERGENT HOSPITALIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: March 31, 2021 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Note in favor of TowneBank in amount of $2,000,000 dated February 25, 2021, incorporated by reference to Exhibit 10.13 to Form 10-K, filed April 15, 2021

Exhibit 10.13

Affiliate Guarantor, filed herewith

Exhibit 22(II) AMERGENT HOSOPITALITY GROUP INC. AFFILIATE GUARANTEES Oz Rey, LLC holds a first priority secured note with a principal balance of $4,037,889, guaranteed by all of Amergent?s subsidiaries. Oz Rey?s security interest is subordinate only to certain interests of holders of Series 2 Preferred stock.

Code of Ethics, incorporated by reference to Exhibit 14.1 to Form 10-K, filed April 15, 2021

Exhibit 14.1 Principal Executive and Senior Financial Officers Code of Ethics 1. Covered Officers/Purpose of the Code. This Code of Ethics (the ?Code?) for AMERGENT HOSPITALITY GROUP INC. (the ?Company?) applies to the Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer (the ?Covered Officers?) and those performing similar functions, for the purpose of promoting: ? honest

Separation and Release Agreement by and between Amergent and Patrick Harkleroad, dated March 26, 2021, incorporated by reference to Exhibit 10.13 to Form 10-K, filed April 15, 2021

Exhibit 10.15 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (this ?Agreement?) is by and between Patrick Harkleroad (?Individual?), and Amergent Hospitality Group, Inc., a Delaware corporation (the ?Company?). RECITALS WHEREAS, Individual has been employed by the Company as the position of Chief Financial Officer, and in that capacity, has provided services to the Company.

Subsidiaries of Amergent Hospitality Group Inc., filed herewith

Exhibit 21.1 Name Jurisdiction of Incorporation Percent Owned AMERGENT HOSPITALITY GROUP, INC. DE, USA American Roadside Burgers, Inc. DE, USA 100 % American Burger Ally, LLC NC, USA 100 % American Burger Morehead, LLC NC, USA 100 % American Burger Prosperity, LLC NC, USA 50 % American Roadside Burgers Smithtown, Inc. DE, USA 100 % BGR Acquisition, LLC NC, USA 100 % BGR Franchising, LLC VA, USA 10

Waiver, Consent and Amendment to Certificate of Designations by and between Amergent and holders of Series 2 Convertible Preferred Stock dated February 16, 2021, incorporated by reference to Exhibit 10.13 to Form 10-K, filed April 15, 2021

Exhibit 10.17 WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONS This WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONS (this ?Amendment?) is entered into as of February 16th, 2021 (the ?Effective Date?), by and among the following: (a) Amergent Hospitality Group, Inc. a Delaware corporation (the ?Company?); (b) Arena Special Opportunities Fund, LP, a Delaware limited partners

Non-Solicitation and Confidentiality Agreement by and between Amergent and Stephen J. Hoelscher dated February 4, 2021, incorporated by reference to Exhibit 10.13 to Form 10-K, filed April 15, 2021

Exhibit 10.19

Employment Agreement by and between Amergent and Steve J. Hoelscher dated February 4, 2021, filed herewith

Exhibit 10.18

Description of Registrant’s Common Stock, incorporated by reference to Exhibit 4(vi) to Form 10-K, filed April 15, 2021

Exhibit 4(vi) AMERGENT HOSPITALITY GROUP INC. DESCRIPTION OF COMMON STOCK The following is a summary of the material terms of our common stock. This summary does not purport to be exhaustive and is qualified in its entirety by reference to our amended and restated certificate of incorporation, amended and restated bylaws and to the applicable provisions of Delaware law. We are authorized to issue

Waiver, Consent and Amendment to Certificate of Designations by and between Amergent and holders of Series 2 Convertible Preferred Stock dated August 17, 2020, incorporated by reference to Exhibit 10.13 to Form 10-K, filed April 15, 2021

Exhibit 10.16 Execution Version WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONS This WAIVER, CONSENT AND AMENDMENT TO CERTIFICATE OF DESIGNATIONS (this?Amendment?) is entered into as of August 17, 2020 (the ?Effective Date?), by and among the following: (a) Amergent Hospitality Group, Inc. a Delaware corporation (the ?Company?); (b) Arena Special Opportunities Fund, LP, a Delaware lim

Annual Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 000-56160 AMERGENT HOSPITALITY GRO

Second Amended and Restated Certificate of Designations of Series 2 Convertible Preferred Stock dated February 16, 2021, incorporated by reference to Exhibit 3.4 to Form 10-K filed April 15, 2021

Exhibit 3.4 State of Delaware Secretary of State Division of Corporations Delivered 06:51 PM 02/16/2021 FILED 06:51 PM 02/16/2021 SR 20210483758 - FileNumber 7858114 AMERGENT HOSPITALITY GROUP INC. SECOND AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES 2 CONVERTIBLE PREFERRED STOCK, SETTING FORTH THE POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH SERIES

Entry into a Material Definitive Agreement

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): March 26, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (Com

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Material Modification to Rights of Security Holders

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): February 16, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 000-56160 84-4842958 (State or Other Jurisdiction of Incorporation) (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Amergent Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Cla

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Amergent Hospitality Group, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 02362J106 (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AMERGENT HOSPITALITY GROUP, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 AMERGENT HOSPITALITY GROUP, INC. (Name of Issuer) Common Stock ($0.0001 par value per share) (Title of Class of Securities) 02362J106 (CUSIP Number) February 16, 2021 (Date of Event Which Requires Filing of this Statement) ? Rule 13d-1(b) ? Rule 13d-1(c) ? Rule 13d-1(d) *

Entry into a Material Definitive Agreement -

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): February 4, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 84-4842958 000-56160 (State or Other Jurisdiction of Incorporation) (C

Current Report

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 19, 2021 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 84-4842958 000-56160 (State or Other Jurisdiction of Incorporation) (C

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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): December 1, 2020 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 84-4842958 000-56160 (State or Other Jurisdiction of Incorporation) (C

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2020 [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56145 AMERGENT HOSPIT

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: September 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q [X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2020 [ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number: 000-56145 AMERGENT HOSPITALITY

Amended and Restated Certificate of Designations of Series 2 Convertible Preferred Stock dated August 16, 2020, incorporated by reference to exhibit 3.1 to Form 10Q, as filed August 19, 2020

Exhibit 3.1 AMERGENT HOSPITALITY GROUP INC. AMENDED AND RESTATED CERTIFICATE OF DESIGNATION OF SERIES 2 CONVERTIBLE PREFERRED STOCK, SETTING FORTH THE POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law (“DGCL”), Amergent Hospitality Group Inc., a Delaware corporation (the “Corpo

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ X ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: June 30, 2020 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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July 2, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attention: Blaise Rhodes Adam Phippen Katherine Bagley Lilyanna Peyser Re: Amergent Hospitality Group Inc.

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As filed with the Securities and Exchange Commission on July 2, 2020 File No. 000-56160 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 Amendment No. 3 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 84

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As filed with the Securities and Exchange Commission on June 22, 2020 File No. 000-56160 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 Amendment No. 2 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 8

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June 22, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attention: Blaise Rhodes Adam Phippen Katherine Bagley Lilyanna Peyser Re: Amergent Hospitality Group Inc.

Form of Franchise Agreement between Chanticleer and Hooters of America, LLC, incorporated by reference to Exhibit 10.8 to Form 10-12G/A, filed July 2, 2020

v241884ex10-2 - Converted by SECPublisher 2.1.1.8, created by BCL Technologies Inc., for SEC Filing Exhibit 10.8

Form of Indemnification Agreement, incorporated by reference to Exhibit 10.11 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [●], 2020, between [●], a [Delaware] [●] (the “Spin-Off Entity”), on the one hand, and Chanticleer Holdings, Inc., a Delaware corporation (“Public Company”) and Sonnet BioTherapeutics, Inc., a New Jersey corporation (the “Merger Partner”). Each of the Spin-Off Entity, Public Comp

Form of Bylaws, incorporated by reference to Exhibit 3.3 to Form 10-12G/A, filed July 2, 2020

Exhibit 3.3 Bylaws of Amergent Hospitality Group Inc., A Delaware corporation These bylaws (the “Bylaws”) of Amergent Hospitality Group Inc., a Delaware corporation (the “Corporation”), are effective as of March 31, 2020: ARTICLE I MEETING OF STOCKHOLDERS Section 1. Date, Time and Location of Annual Meeting. The annual meeting of stockholders shall be held at such date and time and at such place a

List of subsidiaries, previously filed with this Form 10

Exhibit 21.1 Name Jurisdiction of Incorporation Percent Owned AMERGENT HOSPITALITY GROUP, INC. DE, USA American Roadside Burgers, Inc. DE, USA 100 % American Burger Ally, LLC NC, USA 100 % American Burger Morehead, LLC NC, USA 100 % American Burger Prosperity, LLC NC, USA 50 % American Roadside Burgers Smithtown, Inc. DE, USA 100 % BGR Acquisition, LLC NC, USA 100 % BGR Franchising, LLC VA, USA 10

Gaming Assignment dated July 1, 2014, incorporated by reference to Exhibit 10.10 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.10 Assignment of Gaming Machine Revenue TMIX Darling Harbour Pty Limited ACN 152 745 670 Chanticleer Holdings Inc. A Delaware Corporation CONTENTS CLAUSE PAGE 1. definitions 1 2. Interpretation 2 2.1 Multiple Parties 3. LICENSEES CONSENT 3 4. ASSIGNMENT OF GAMING MACHINE REVENUE 3 5. SOLE RIGHTS 3 6. POKER GAMING AND AMUSEMENT MACHINES 3 7. ACCOUNTS 4 8. NOTICES 4 8.1 Notices 4 8.2 How

Spin-Off Entity Warrant, incorporated by reference to Exhibit 4.3 to Form 10-12G/A, filed July 2, 2020

Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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As filed with the Securities and Exchange Commission on June 3, 2020 File No. 000-56160 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 Amendment No. 1 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERGENT HOSPITALITY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 84

Securities Purchase Agreement, dated as of February 7, 2020, by and among Chanticleer and the investors party thereto, incorporated by reference to Exhibit 10.12 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.12 EXECUTION VERSION SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of February 7, 2020, by and among Chanticleer Holdings, Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), and the Purchaser identified on the

Employment Agreement by and between Patrick Harkleroad and Chanticleer, dated January 7, 2019 as assigned to Amergent, previously filed with this Form 10

Exhibit 10.6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 7th day of January, 2019 (the “Effective Date”), between PATRICK HARKLEROAD, an individual resident of the State of North Carolina (“Executive”), and CHANTICLEER HOLDINGS, INC., a Delaware corporation (“Company”). Recitals: Company desires to employ Executive and Executive desires to accept su

Lease Agreement between Redus NC Commercial, LLC and Chanticleer, incorporated by reference to Exhibit 10.9 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.9

Amendment No. 1 to Agreement and Plan of Merger, by and among Chanticleer, Sonnet and Merger-Sub dated February 7, incorporated by reference to Exhibit 2.4 to Form 10-12G/A, filed July 2, 2020

Exhibit 2.4 Annex A-2 Merger Agreement Amendment AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), is made and entered into as of February 7, 2020 (the “First Amendment Effective Date”), by and among Chanticleer Holdings, Inc., a Delaware corporation (“Public Company”), Biosub Inc., a Delaware corporation and wholly owned subsi

Agreement and Plan of Merger, by and among Chanticleer, Sonnet, and Merger-Sub, dated October 10, 2019, incorporated by reference to Exhibit 2.3 to Form 10-12G/A, filed July 2, 2020

Exhibit 2.3 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among CHANTICLEER Holdings, Inc. a Delaware corporation Biosub INc. a Delaware corporation and Sonnet BioTherapeutics, Inc. a New Jersey corporation dated as of October 10, 2019 TABLE OF CONTENTS ARTICLE I THE MERGER 2 1.1 Effective Time of the Merger 2 1.2 Closing 2 1.3 Effects of the Merger 2 1.4 Directors and Officers of the Surv

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June 3, 2020 Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services Attention: Blaise Rhodes Adam Phippen Katherine Bagley Lilyanna Peyser Re: Amergent Hospitality Group Inc.

Employment Agreement by and between Chanticleer and Frederick L. Glick dated November 16, 2018 as assigned to Amergent, previously filed with this Form 10

Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and effective as of November 16, 2018 (the “Effective Date”) by and between Chanticleer Holdings, Inc., a Delaware corporation (“Chanticleer” or the “Company”), and Frederick L. Glick (the “Executive”). WHEREAS, Chanticleer and the Executive desire to enter into this Agreement to evidence the terms and conditions

Note in favor of TowneBank in amount of $2,109,400 dated April 27, 2020, previously filed with this Form 10

Exhibit 10.13

Security Agreement in favor of Oz Rey, LLC dated April 1, 2020, incorporated by reference to Exhibit 10.5 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.5 EXHIBIT C SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of April 1, 2020 (this ?Agreement?), is among Amergent Hospitality Group, Inc., a Delaware corporation (the ?Company?), all of the Subsidiaries of the Company (such subsidiaries, the ?Guarantors? and together with the Company, the ?Debtors?) and the holders of the Company?s 10.0% Secured Convertible Debentures in the origi

Securities Purchase Agreement by and among Amergent, Oz Rey, LLC and certain other purchasers dated April 1, 2020, incorporated by reference to Exhibit 10.1 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April 1, 2020, between Chanticleer Holdings, Inc., a Delaware corporation (?Chanticleer?), Amergent Hospitality Group, Inc., a Delaware corporation (?Spin-Off? or the ?Company?), Oz Rey, LLC, a Texas limited liability company (?Oz Rey?) and each purchaser identified on the signature page

Distribution Agreement by and between Chanticleer and Amergent dated March 25, 2020, incorporated by reference to Exhibit 2.1 to Form 10-12G/A, filed July 2, 2020

Exhibit 2.1 DISPOSITION AGREEMENT This Disposition Agreement (this ?Agreement?) is made effective as of March 25, 2020, by and among Chanticleer Holdings, Inc., a Delaware corporation (?Public Company?) and Amergent Hospitality Group, Inc. a Delaware corporation (?Spin-Off Entity?). Each of Public Company and Spin-Off Entity are referred to herein individually as a ?Party? and collectively as the

Certificate of Designations of Series 2 Convertible Preferred Stock filed April 1, 2020 with the Delaware Secretary of State, incorporated by reference to Exhibit 3.2 to Form 10-12G/A, filed July 2, 2020

Exhibit 3.2 AMERGENT HOSPITALITY GROUP, INC. CERTIFICATE OF DESIGNATION OF SERIES 2 CONVERTIBLE PREFERRED STOCK, SETTING FORTH THE POWERS, PREFERENCES, RIGHTS, QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF SUCH SERIES OF PREFERRED STOCK Pursuant to Section 151 of the Delaware General Corporation Law, Amergent Hospitality Group, Inc., a Delaware corporation (the ?Corporation?), DOES HEREBY CERTIF

Form of Warrant issued to Oz Rey, LLC on April 1, 2020, incorporated by reference to Exhibit 4.4 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.6 Exhibit E NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECT

Form of Warrant issued to certain holders of Series 2 Convertible Preferred dated April 1, 2020, incorporated by reference to Exhibit 4.5 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Certificate of Incorporation of Registrant filed February 18, 2020 with the Delaware Secretary of State, incorporated by reference to Exhibit 3.1 to Form 10-12G/A, filed July 2, 2020

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF AMERGENT HOSPITALITY GROUP INC. (Pursuant to Section 102 of the Delaware General Corporation Law) FIRST: The name of this Corporation: Amergent Hospitality Group Inc. SECOND: The address of its registered office in the State of Delaware is 1013 Centre Road, Suite 403-B, Wilmington, DE 19805 in the County of New Castle. The name of its registered agent at

Specimen Stock Certificate, incorporated by reference to Exhibit 4.1 to Form 10-12G/A, filed July 2, 2020

Exhibit 4.1

Subsidiary Guarantee in favor of Oz Rey, LLC dated April 1, 2020, incorporated by reference to Exhibit 10.4 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.4 EXHIBIT D SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE, dated as of April 1, 2020 (this ?Guarantee?), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the ?Guarantors?), in favor of Oz Rey, LLC, a Texas limited liability company (together with its permitted assigns, the ?Purchasers?) to that certain Securities Purch

Contribution Agreement by and between Chanticleer and Amergent dated March 31, 2020, incorporated by reference to Exhibit 2.2 to Form 10-12G/A, filed July 2, 2020

Exhibit 2.2 CONTRIBUTION AGREEMENT This Contribution Agreement (this ?Agreement?) is entered into as of March 31, 2020 (the ?Spin-Off Date), by and between Chanticleer Holdings, Inc., a Delaware corporation (?Public Company), and Amergent Hospitality Group, Inc., a Delaware corporation (?Spin-Off Entity). Each of Public Company and Spin-Off Entity are referred to herein individually as a ?Party? a

As filed with the Securities and Exchange Commission on April 8, 2020

As filed with the Securities and Exchange Commission on April 8, 2020 File No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10 GENERAL FORM FOR REGISTRATION OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AMERGENT HOSPITALITY GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 84-4842958 (State or

Form of Secured Convertible Debenture of Amergent in favor of Oz Rey, LLC issued April 1, 2020, incorporated by reference to Exhibit 10.2 to Form 10-12G/A, filed July 2, 2020

Exhibit 10.2 Original Issue Date: April 1, 2020 10.0% SECURED CONVERTIBLE DEBENTURE DUE APRIL 1, 2022 THIS 10.0% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 10.0% Secured Convertible Debentures of Amergent Hospitality Group, Inc., a Delaware corporation (the ?Company?), having its principal place of business at 7621 Little Ave, Suite 414, Charlotte, NC 28

Specimen Preferred Stock Certificate, incorporated by reference to Exhibit 4.2 to Form 10-12G/A, filed July 2, 2020

Exhibit 4.2

Registration Rights Agreement by and among Amergent, Oz Rey, LLC and certain holders of registrable securities, dated April 1, 2020, previously filed with this Form 10

Exhibit 10.3 Exhibit B REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made as of April 1, 2020 by and among Amergent Hospitality Group, Inc. a Delaware corporation (the ?Company?), each of parties on the signature page hereto. Each of the parties on the signature page hereto, including Arena (as defined below) and any person or entity who hereafter becomes a