Amended Current Report Filing (8-k/a)
25 January 2023 - 8:01AM
Edgar (US Regulatory)
0001805024
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Amendment No. 1
0001805024
2023-01-13
2023-01-13
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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
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
5.07 Submission of Matters to a Vote of Security Holders
(a)
Final Voting Results
(a)
Amergent Hospitality Group Inc. (“Amergent”) held its 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”)
on January 13, 2023, at
which the matters set forth below in response to Item 5.07(b) were submitted to a vote of security holders. The
Annual Meeting was adjourned on December 30, 2022 due to lacking a quorum to convene.
At
the 2022 Annual Meeting, the stockholders of Amergent elected all of the nominees to the board of directors.
In
addition, the stockholders ratified the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the
fiscal year ending December 31, 2022.
The
stockholders did not, however, approve an amendment to Amergent’s certificate of incorporation to increase the authorized
shares of common stock, $0.0001 par value, from 50,000,000 to 150,000,000.
Of
the 15,706,735 shares of common stock outstanding on the record date of November 18, 2022, a total of 7,993,593 shares were voted in
person or by proxy, representing 50.89% of the votes entitled to be cast, constituting a majority and therefore more than a quorum of
the outstanding shares entitled to vote.
(b)
Votes were cast as follows:
Proposal
No. 1: To elect Michael D. Pruitt, Frederick L. Glick, Keith J. Johnson, Neil G. Kiefer and J. Eric Wagoner to serve a one-year term
until their respective successors are duly elected and qualified or until their death, resignation, removal or disqualification:
| |
| | |
Vote | | |
| | |
Broker | |
| |
Vote For | | |
Against | | |
Abstentions | | |
Non-Vote | |
Michael D. Pruitt | |
| 7,723,810 | | |
| 266,751 | | |
| 0 | | |
| 6,887,104 | |
Frederick L. Glick | |
| 7,674,792 | | |
| 315,799 | | |
| 0 | | |
| 6,887,104 | |
Keith J. Johnson | |
| 7,687,075 | | |
| 303,516 | | |
| 0 | | |
| 6,887,104 | |
Neil G. Kiefer | |
| 7,720,182 | | |
| 270,409 | | |
| 0 | | |
| 6,887,104 | |
J. Eric Wagoner | |
| 7,656,442 | | |
| 334,149 | | |
| 0 | | |
| 6,887,104 | |
Proposal
No. 2: To approve an amendment to Amergent’s certificate of incorporation to increase the authorized shares of common stock,
$0.0001 par value, from 50,000,000 to 150,000,000.
| |
Vote | | |
| | |
| |
Vote For | |
Against | | |
Abstentions | | |
Broker Non-Votes | |
7,655,907 | |
| 334,659 | | |
| 3,027 | | |
| 6,884,072 | |
Proposal
No. 3: To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2022:
| |
Vote | | |
| |
Vote For | |
Against | | |
Abstentions | |
7,844,773 | |
| 73,812 | | |
| 72,005 | |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
January 24, 2023
|
Amergent
Hospitality Group Inc. |
|
|
|
|
By: |
/s/
Michael D. Pruitt |
|
|
Michael
D. Pruitt |
|
|
Chief
Executive Officer |
Amergent Hospitality (CE) (USOTC:AMHG)
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