Item 2.01 Completion of Acquisition or Disposition of Assets

On March 17, 2023, Amergent Hospitality Group Inc., a Delaware corporation ("Amergent" or the "company"), through its wholly owned subsidiary, I10/I20 Cuisine, LLC, closed on an asset purchase agreement ("Agreement") with Boudreaux's Cajun Kitchen, Inc. to acquire the Houston, Texas based brand and its four restaurant locations, for an aggregate purchase price of $3,750,00. The company previously remitted a $250,000 deposit applicable to the purchase price at signing. Of the remaining balance paid at closing, $1,000,000 was paid in cash and $2,500,000 was paid in the form of a convertible promissory note.

Boudreaux's will pay Mastodon Ventures, Inc., an affiliate of Oz Rey, LLC, an aggregate fee of $250,000 in connection with the transaction. Oz Rey, LLC is the holder of the company's 10% secured convertible debenture.

The Note accrues interest at a rate of 6.0% per annum and will be secured by the acquired assets. The Note mature two years from closing, provided $1,250,000 of the principal balance of the Note is due and payable in July 2023. The Note may be converted, at the option of the holder, into shares of common stock of the company at a conversion price of $0.50. The Note includes customary events of default, and in the event of default, accelerates automatically. The Note may be prepaid in whole or in part at any time, without premium or penalty.

Each of the parties has made customary representations and warranties and covenants in the Agreement. The closing is subject to certain conditions, including, among others, the accuracy of the representations and warranties of the parties, and compliance by the parties with their respective obligations under Agreement Both parties are obligated, subject to certain limitations, to indemnify the other under the Agreement for certain customary and other specified matters, including breaches of representations and warranties, breaches of covenants and for certain liabilities and third-party claims. The Agreement contemplates the execution of certain ancillary agreements between the parties (or their respective affiliates), including but not limited to a security agreement, guaranty, transition services agreement and temporary concession and management agreement.

The above description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which will be attached to the company's quarterly report on Form10Q for the period ending March 31, 2023.

Item 3.02. Unregistered Sales of Equity Securities

Pursuant to the Agreement and as described in Item 1.01 above, the company has agreed to issue to the seller the Note. The offer and sale of the foregoing Note is being made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

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