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 11, 2016

CHANTICLEER HOLDINGS, INC. 

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (704) 366-5122

N/A

(Former name or former address, if changed since last report.)

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:

Item 7.01 Regulation FD Disclosure.

Chanticleer Holdings, Inc., a Delaware corporation (the “Company”), through its wholly owned U.K. subsidiary, intends to offer 5 year ISDX-quoted sterling bonds with a coupon of 7.5% per annum to non-U.S. persons pursuant to Regulation S promulgated under the Securities Act of 1933, as amended. The bonds will be guaranteed by the Company.

If the offering is successful, the Company intends to apply the net proceeds toward refinancing certain of the Company’s higher interest rate existing debts and to use the remainder for future growth and general working capital purposes.

None of the bonds or guarantees thereof (collectively, “securities”) have been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws. The securities may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S) except in transactions exempt from, or not subject to, the registration requirements of the Securities Act. Accordingly, the securities will be offered and sold only outside the United States to persons other than U.S. persons in compliance with Regulation S. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Forward-Looking Statements:

Any statements that are not historical facts contained in this Current Report on Form 8-K are “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Such forward-looking statements are based on current expectations, involve known and unknown risks, a reliance on third parties for information, transactions or orders that may be cancelled, and other factors that may cause our actual results, performance or achievements, or developments in our industry, to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from anticipated results include risks and uncertainties related to the fluctuation of global economic conditions, the performance of management and our employees, our ability to obtain financing or required licenses, competition, general economic conditions and other factors that are detailed in our periodic reports and on documents we file from time to time with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-k speak only as of the date the statements were made, and the companies do not undertake any obligation to update forward-looking statements. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

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 duly authorized.