Chanticleer Holdings, Inc. (Nasdaq: BURG) (the “Company” or “Chanticleer”), owner, operator and franchisor of multiple nationally-recognized restaurant brands, today announced the 1:1 distribution ratio for its upcoming spin-off and provided a corporate update disclosing:

Sonnet Merger Continues towards Closing



Restaurant Business to Spin Off as Independent “Amergent Hospitality Group”



Amergent Hospitality Group Hitting the Ground Running

Spin-Off Ratio

All stockholders of record as of the close of business on March 26, 2020 that hold shares in Chanticleer are eligible for one share of the spin-off entity, Amergent Hospitality Group, Inc. (“Amergent”), for each share of Chanticleer owned at that time. Amergent is a newly formed entity owned by Chanticleer stockholders independent of Sonnet.

Sonnet Merger Continues towards Closing

The Company previously announced its entry into the definitive Agreement and Plan of Merger and Amendment No. 1 thereto with Sonnet BioTherapeutics, Inc. (“Sonnet”) on October 10, 2019 and February 7, 2020, respectively (collectively referred to as “the merger”) and spin-off of its restaurant business into an independent, public company. Closing of the merger and spin-off, scheduled for March 30, 2020, will result in four major corporate structure changes relevant to today’s disclosure:

Existing Sonnet shareholders will become majority shareholders of Chanticleer common stock;

Chanticleer name will be changed to “Sonnet BioTherapeutics Holdings, Inc.” and the company under the new name will operate Sonnet’s biotech business, accelerating the advancement of its oncology pipeline and clinical programs;

Sonnet BioTherapeutics Holdings Inc. will be listed on the Nasdaq Stock Market (“Nasdaq”) under ticker symbol “SONN;” and

Chanticleer restaurant business will spin off (with all assets and liabilities) into Amergent.

Mike Pruitt, the Company’s CEO and Chairman of the Board said, “We look forward to closing the Sonnet merger and spin-off soon and focusing on growing the restaurant business. The merger and spin-off will recapitalize that business while improving its balance sheet. We anticipate reduced costs and an overhead structure more conducive to growing the restaurant business both organically and through strategic acquisitions. At the same time, we are pleased that the merger and spin-off will provide existing Chanticleer stockholders with equity in the newly energized restaurant business as well as in Sonnet’s biotech business having exciting potential for its proprietary immunotherapy platform.”

New Restaurant Business: Amergent Hospitality Group

As previously disclosed, the Company’s existing restaurant business, including its assets and liabilities will be spun-off immediately prior to the close of the merger into a newly created corporate entity. This new entity will be named Amergent Hospitality Group (“Amergent”) and will be wholly-owned by Chanticleer’s shareholders owning common stock of record as of the close of business on Thursday March 26, 2020, the record date for the spin-off.

It is currently anticipated that Amergent will initially be listed on the OTCBB market with the intent of ultimately planning to up-list to Nasdaq within a reasonable and prudent time.

Amergent will be owned by the current Chanticleer stockholders and will be independent of Sonnet, with Sonnet having no management or control. Amergent will be managed day-to-day by our current team of career restaurant professionals, led by our President, Mr. Fred Glick.

Amergent will emerge as an independent company having better fundamentals than Chanticleer’s restaurant business currently has without the merger. Among other things, Amergent will enjoy a cleaner balance sheet, the elimination of 1/3 of its debt, and a long-term extension of remaining debt, with that debt held by a strategic partner.

Amergent Hitting the Ground Running

In anticipation of the opportunity the merger and spin-off afford our restaurant business, management has been busy preparing for day one as Amergent and has already made significant progress. Specifically, we have sharpened our overall strategic plan which is built around three principles that govern how we run our restaurants and our overall corporate enterprise:

Becoming the local market’s employer of choice



Becoming the local market’s destination of choice



Becoming our comp sector’s investment of choice

Mr. Glick, who will continue to lead the restaurant business as President of Amergent, stated, “We cannot wait to close the merger and spin-off and turn our focus solely to executing our strategic plan for Amergent. We are excited about the future.”

Sonnet BioTherapeutics Holdings, Inc.

As noted, Sonnet will operate as an independent publicly traded company. Sonnet is an oncology-focused biotechnology company with a proprietary platform for innovating biologic drugs of single- or bi-specific action. Known as FHAB™ (Fully Human Albumin Binding), the technology utilizes a fully human single chain antibody fragment (scFv) that binds to and "hitch-hikes" on human serum albumin (HSA) for transport to target tissues. FHAB™ is the foundation of a modular, plug-and-play construct for potentiating a range of large molecule therapeutic classes, including cytokines, peptides, antibodies and vaccines.

Pankaj Mohan, PhD, Founder and Chief Executive Officer of Sonnet commented, “We look forward to closing this transaction and to accelerating the execution of our proprietary platform and advancement of our pipeline of clinical and pre-clinical therapeutic candidates, working to generate lifesaving therapeutics for cancer patients around the world.”