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 31, 2013

CHANTICLEER HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

     11220 Elm Lane, Suite 203, Charlotte, NC 28277     

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

ITEM 1.01.      Entry into a Material Definitive Agreement

On December 31, 2013, Chanticleer Holdings, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hooters of Washington, LLC (“HOW”) and Hooters of Oregon Partners, LLC (“HOOP” and collectively with HOW, the “Sellers”), whereby the Company acquired one hundred percent (100%) of the outstanding shares of Tacoma Wings, LLC (“Tacoma Wings”), Oregon Owl’s Nest, LLC (“Oregon Owl”), and Jantzen Beach Wings, LLC (“Jantzen Beach” and collectively with Tacoma Wings and Oregon Owl, the “Entities”). In exchange, the Company issued 600,000 HOTR Units to the Sellers. Each Unit consists of one (1) common stock (the “Common Stock”) and one (1) five (5) year warrant, with half of the warrants exercisable at $5.50 and the remaining half exercisable at $7.00 (the “Warrants,” together with the Common Stock, the “Units”). The final closing of the deal is expected to occur on or before January 31, 2014.

The Merger Agreement provides that Chanticleer Hooters I, LLC, Chanticleer Hooters II, LLC, and Chanticleer Hooters III, LLC (all single-member LLCs, of which the Company is the sole member) shall merge with and into Tacoma Wings, Oregon Owl’s Nest, and Jantzen Beach, respectively, with each Entity continuing as a surviving entity and subsidiary of the Company.

The Company’s Board of Directors unanimously approved the Company’s entry into the Merger Agreement.

Each party’s obligation to consummate the Merger is subject to customary conditions, including, but not limited to: (a) the accuracy of the other party’s representations and warranties contained in the Merger Agreement, and (b) the other party’s compliance with its obligations under the Merger Agreement in all material respects.

The Merger Agreement includes customary representations, warranties and covenants of the parties. Among its covenants, the Company has agreed to: (a) complete all required NASDAQ and government reviews, and (c) not take any action that would make any representation or warranty included in the Merger Agreement inaccurate at any time prior to the closing date.

A copy of the Merger Agreement has been attached as Exhibit 10.1 to this current report on Form 8-K to provide our shareholders and investors with information regarding the terms. This document is not intended to provide any other factual information about the Company, the Sellers, the Entities, or any of their respective affiliates or businesses. The representations, warranties, covenant and agreement contained in the documents were made only for the purposes of such agreements and as of specified dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties.

The pro forma and audited 2011, 2012, and interim 2013 financial statements will be filed within the requisite timeframe in a future filing, after final closing.

ITEM 9.01.     Financial Statements and Exhibits.

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 2, 2014

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