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~~January 1730, 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 21.01 ~~Completion~~Entry ofinto ~~Acquisition~~a orMaterial ~~Disposition~~Definitive ~~of Assets~~Agreement

On ~~March~~January 1730, 2023, Amergent Hospitality Group Inc., a Delaware corporation (“Amergent” or the “company”), entered ~~through~~into ~~its~~a ~~wholly~~new ~~owned~~at-will ~~subsidiary,~~employment ~~I10/I20 Cuisine, LLC, closed on an asset purchase~~ agreement ~~(“Agreement”)~~ with ~~Boudreaux’s Cajun~~Stephen ~~Kitchen, Inc~~J. toHoelscher ~~acquire the Houston, Texas based brand and its four restaurant locations,~~ for anhis ~~aggregate~~continued ~~purchase~~service ~~price~~as ofChief ~~$3,750,00. The~~Financial ~~company previously remitted a $250,000 deposit applicable to the purchase price at signing~~Officer. OfThe ~~the remaining balance paid at closing,~~disclosures ~~$1,000,000~~set ~~was~~forth ~~paid~~ in ~~cash~~Item ~~and~~5.02 ~~$2,500,000~~are ~~was~~incorporated ~~paid~~herein inby ~~the~~this ~~form of a convertible promissory note~~reference.

~~Boudreaux’s~~Item ~~will pay Mastodon Ventures, Inc~~5.,02 anDeparture ~~affiliate~~ of OzDirectors ~~Rey,~~or ~~LLC,~~Principal anOfficers; ~~aggregate~~Election ~~fee~~ of ~~$250,000~~Directors; inAppointment ~~connection with the transaction. Oz Rey, LLC is the holder~~ of ~~the~~Principal ~~company’s 10% secured convertible debenture~~Officers.

~~The~~(c) ~~Note~~On ~~accrues~~January ~~interest~~30, at2023, Amergent entered into a ~~rate~~new ofat-will ~~6.0%~~employment ~~per~~agreement ~~annum~~with ~~and~~Stephen ~~will~~J. beHoelscher ~~secured~~for byhis ~~the~~continued ~~acquired~~service ~~assets~~as Chief Financial Officer. ~~The~~Effective ~~Note~~January ~~mature~~6, ~~two~~2023, ~~years~~his ~~from~~salary ~~closing, provided~~was increased to $1180,~~250,~~000 ofper annum. In addition, the ~~principal~~board ~~balance~~of directors granted him a cash bonus of $30,000 for his services as Chief Financial Officer during the ~~Note~~fiscal year ended December 31, 2022. The bonus is ~~due~~to ~~and~~be ~~payable~~paid in ~~July~~10 installments semi-monthly commencing the first pay period nearest February 1, 2023. ~~The~~For ~~Note~~2023, ~~may~~his bediscretionary ~~converted~~cash bonus target is $36,000 atand, to the ~~option~~extent ~~of the~~earned ~~holder,~~and ~~into~~approved ~~shares~~by the board of ~~common~~directors, ~~stock~~will ofbe ~~the~~paid ~~company~~within atninety a(90) ~~conversion~~days ~~price~~of the end of $02023, provided Mr.~~50.~~ ~~The~~Hoelscher ~~Note~~is ~~includes~~still ~~customary~~employed ~~events~~with ofthe ~~default, and~~Company inat the ~~event~~time of ~~default,~~payment. ~~accelerates automatically~~Mr. ~~The~~Hoelscher ~~Note~~will ~~may~~receive betwo ~~prepaid~~weeks inof paid ~~whole~~vacation orannually and will be entitled to participate in ~~part~~benefits atoffered ~~any~~by ~~time,~~the ~~without~~company ~~premium~~to orsenior ~~penalty~~executive officers.

~~Each~~As ofan ~~the~~inducement ~~parties~~for ~~has made customary representations and warranties and covenants in the Agreement~~Mr. ~~The~~Hoelscher’s ~~closing~~continued ~~is subject to certain conditions~~service, ~~including,~~ ~~among others,~~ the ~~accuracy~~company ofgranted ~~the~~Mr. ~~representations~~Hoelscher ~~and warranties of the parties~~50,000 ~~and~~restricted ~~compliance~~shares byof ~~the~~AMHG ~~parties~~common stock ~~with~~that ~~their respective~~vest ~~obligations~~immediately under ~~Agreement~~the ~~Both~~company’s ~~parties~~2021 ~~are~~Equity ~~obligated,~~Incentive ~~subject~~Plan. toIn ~~certain limitations~~addition, tohe ~~indemnify~~will ~~the~~receive ~~other~~an ~~under~~option ~~the~~to ~~Agreement~~purchase ~~for~~100,000 ~~certain~~shares ~~customary~~of ~~and~~AMHG ~~other~~common ~~specified matters~~stock, ~~including~~which ~~breaches~~options ofwill ~~representations~~vest ~~and~~annually ~~warranties,~~in ~~breaches~~three ofequal ~~covenants~~installments, ~~and~~commencing ~~for certain~~December ~~liabilities~~31, ~~and third-party claims~~2023. The exercise ~~Agreement~~price ~~contemplates~~for the ~~execution~~first of1/3 ~~certain~~will ~~ancillary~~be ~~agreements~~$0.60 ~~between~~for the ~~parties (or~~first ~~their respective affiliates)~~third, ~~including~~the ~~but~~second ~~not limited to a security agreement~~1/3, ~~guaranty~~$1.00, ~~transition services agreement~~ and ~~temporary concession~~the ~~and~~last ~~management~~third, ~~agreement~~$1.50.

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

Item 3.02. Unregistered Sales of Equity Securities

Pursuant to the Agreement and as described in Item 1.01 above, the company has agreed to issue to the seller the Note. The offer 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.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

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: ~~March~~April 2710, 2023

	Amergent Hospitality Group Inc.

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

Filing Compare · Amergent Hospitality Group Inc.