Amergent Hospitality (AMHGQ) 8-KSubmission 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)

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:

Securities registered pursuant to Section 12(b) of the Act: NONE

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) Preliminary Voting Results

(a) Amergent Hospitality Group Inc. (“Amergent”) held its 2022 Annual Meeting of Stockholders (“2022 Annual Meeting”) on January 13, 2022, at which the matters set forth below in response to Item 5.07(b) were submitted to a vote of security holders.

As of the close of business on November 18, 2022, the record date for the Annual Meeting, 15,706,735 shares of the Company’s common stock, $0.0001 par value (“Common Stock”), were outstanding and entitled to vote.

Set forth below are the proposals voted upon at the 2022 Annual Meeting, and the estimated preliminary voting results reported by the Company’s proxy solicitor, Securities Transfer Corporation (the “Proxy Solicitor”), based on the information available to the Proxy Solicitor. Based on the estimated preliminary results from the Proxy Solicitor and subject to the qualifications set forth herein, at least 7,990,593 shares of Common Stock were voted in person or by proxy at the 2022 Annual Meeting, representing approximately 50.89% percent of the shares entitled to be voted.

The numbers depicted may not reflect the actual results, which are being tabulated by the independent inspector of election (the “Inspector of Election”). The Inspector of Election is the only person who will be able to count, tabulate and validate the votes to reflect, among other items: the net effect of legal proxies and other ballots or proxy cards voted at the 2022 Annual Meeting.

These preliminary voting results will ultimately be updated through the filing of an amendment to this Current Report on Form 8-K to reflect the final certification of results from the Inspector of Election. There can be no assurance that the outcome of the final results will be consistent with the outcome of the estimated voting results indicated on this Form 8-K.

We identified Proposal Nos. 2 and 3 as “routine” pursuant to NYSE Rule 452. However, Broadridge determined that Proposal Nos. 2 and 3, along with Proposal No. 1, are being treated as a “non-routine” due to Broadridge’s mailing date. Shares underlying “broker non-votes” were not counted as present and entitled to vote for purposes of determining whether a quorum is present at the Annual Meeting since there are no longer routine items on the ballot. Your broker could not vote your uninstructed shares at all for Proposals 1, 2 and 3, which is referred to as a “broker non-vote.”

(b) The estimated preliminary voting results from the Proxy Solicitor for the proposals presented at the 2022 Annual Meeting are 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:

The estimated preliminary votes for and against each nominee and abstentions are set forth below. The five nominees will be elected to the board after certification of the final results by the Inspector of Election.

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.

The estimated preliminary votes for and against Proposal No. 2 and abstentions are set forth below. Based on the estimated preliminary voting results, Proposal No. 2 may not be approved after certification of the final results by the Inspector of Election.

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, 2023:

The estimated preliminary votes for and against Proposal No. 3 and abstentions are set forth below. Based on the estimated preliminary voting results, Proposal No. 3 will be approved after certification of the final results by the Inspector of Election. 

*to be determined and reported on Form 8-K with all final voting results

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 19, 2023