UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2018



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from __________ to



Commission
file number 001-35570



CHANTICLEER
HOLDINGS, INC.

(Exact
name of registrant as specified in its charter)



|DELAWARE                     |  | 20-2932652                              
|---------------------------- |  | ----------------------------------------
|(State
    of incorporation) |  | (I.R.S.
    Employer Identification No.)



7621
Little Avenue, Suite 414Charlotte, NC 28226

(Address
of principal executive offices, including zip code)



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



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class             |  | Name
    of Each Exchange on which Registered
|----------------------------------- |  | ---------------------------------------------
|Common
    Stock, $0.0001 par value |  | Nasdaq
    Capital Market                    



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [  ]
No [X]



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by check mark whether the registrant has submitted electronically every Interactive Date File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K ($229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company.



|Large
                                         accelerated filer [  ]        | Accelerated
                                         filer [  ]
|---------------------------------------------------------------------------- | ---------------------------------------------------------------
|Non-accelerated
    filer (Do not check if a smaller reporting company) [  ] | Smaller
    reporting company [X]                              
|                                                                             | 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. [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
[  ] No [X]



The
aggregate market value of the voting and non-voting common stock held by non-affiliates was $10.7 million based on the closing
sale price of the Company’s common stock as reported on the NASDAQ Stock Market on June 30, 2018.



There
were 3,731,786 shares of the Company’s common stock issued and outstanding as of April 24, 2019.



Documents
Incorporated by Reference



None.



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of Each Class             |  | Trading
    Symbol |  | Name
    of Each Exchange on which Registered
|----------------------------------- |  | ------------------ |  | ---------------------------------------------
|Common
    Stock, $0.0001 par value |  | BURG               |  | Nasdaq
    Capital Market                    






















TABLE
OF CONTENTS



|ITEM
    10. | DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                         | 2 
|------------ | -------------------------------------------------------------------------------------------------- | --
|             |                                                                                                    |   
|ITEM
    11. | EXECUTIVE
    COMPENSATION                                                                         | 6 
|             |                                                                                                    |   
|ITEM
    12. | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 7 
|             |                                                                                                    |   
|ITEM
    13. | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                      | 9 
|             |                                                                                                    |   
|ITEM
    14. | PRINCIPAL
    ACCOUNTING FEES AND SERVICES                                                         | 11
|             |                                                                                                    |   
|ITEM
    15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES                                                        | 11





i









EXPLANATORY
NOTE



This
Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2018 of Chanticleer
Holdings, Inc. (“Chanticleer” or the “Company”) is filed to provide the information required by Part III
(Items 10, 11, 12, 13 and 14) of Form 10-K. In its original Annual Report on Form 10-K for the year ended December 31, 2018 (the
“Original 10-K”), the Company incorporated by reference to its proxy statement for the 2019 Annual Meeting of Stockholders,
pursuant to General Instruction G(3) to Form 10-K. However, the proxy statement for the 2019 Annual Meeting of Stockholders will
not be filed within 120 days after the end of the Company’s 2018 fiscal year, so the Company is filing this Amendment pursuant
to Rule 12b-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) to provide the information required by
Part III of Form 10-K.



Except
as described above, this Form 10-K/A does not modify or update disclosure in, or exhibits to, the Original 10-K, and such disclosure
in, or exhibits to, the Original 10-K remain unchanged and speak as of the date of the filing of the Original 10-K. This Form
10-K/A does not change any previously reported financial results, nor does it reflect events occurring after the date of the Original
10-K.



Forward-Looking
Statements



This
Amendment contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. These
statements include projections, predictions, expectations or statements as to beliefs or future events or results or refer to
other matters that are not historical facts. Forward-looking statements are subject to known and unknown risks, uncertainties
and other factors that could cause the actual results to differ materially from those contemplated by these statements. The forward-looking
statements contained in this Amendment are based on various factors and were derived using numerous assumptions. In some cases,
you can identify these forward-looking statements by the words “anticipate,” “estimate,” “plan,”
“project,” “continuing,” “ongoing,” “target,” “aim,” “expect,”
“believe,” “intend,” “may,” “will,” “should,” “could,”
or the negative of those words and other comparable words. You should be aware that those statements reflect only the Company’s
predictions. If known or unknown risks or uncertainties should materialize, or if underlying assumptions should prove inaccurate,
actual results could differ materially from past results and those anticipated, estimated or projected. You should bear this in
mind when reading this Amendment and not place undue reliance on these forward-looking statements.



You
should also consider carefully the Risk Factors contained in Item 1A of Part I of our Annual Report on Form 10-K for the year
ended December 31, 2018, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2019, which address
additional factors that could cause its actual results to differ from those set forth in the forward-looking statements and could
materially and adversely affect the Company’s business, operating results and financial condition. The risks discussed in
our Annual Report on Form 10-K are factors that, individually or in the aggregate, the Company believes could cause its actual
results to differ materially from expected and historical results. You should understand that it is not possible to predict or
identify all such factors. Consequently, you should not consider such disclosures to be a complete discussion of all potential
risks or uncertainties.



The
forward-looking statements are based on information available to the Company as of the date hereof, and, except to the extent
required by federal securities laws, the Company undertakes no obligation to update any forward-looking statement to reflect events
or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition,
the Company cannot assess the impact of each factor on its business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any forward-looking statements.



1







PART
III



|ITEM
    10. | DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|------------ | ----------------------------------------------------------



The
following section sets forth the names, ages and current positions with the Company held by our directors and executive officers,
together with certain biographical information. There is no immediate family relationship between or among any of our directors
and our executive officers, and the Company is not aware of any arrangement or understanding between any director or executive
officer and any other person pursuant to which he was elected to his current position.



Each
director and executive officer will serve until he or she resigns or is removed or otherwise disqualified to serve or until his
or her successor is elected.



Directors



|Name                 |  | Age |    |  | Position
|-------------------- |  | --- | -- |  | --------
|                     |  |     |    |  |         
|Keith J. Johnson     |  |     | 61 |  |         
|                     |  |     |    |  |         
|Neil G. Kiefer       |  |     | 67 |  |         
|                     |  |     |    |  |         
|David P. Osborn      |  |     | 60 |  |         
|                     |  |     |    |  |         
|Russell J. Page      |  |     | 76 |  |         
|                     |  |     |    |  |         
|Michael D. Pruitt    |  |     | 58 |  |         
|                     |  |     |    |  |         
|Larry S. Spitcaufsky |  |     | 72 |  |         
|                     |  |     |    |  |         
|J. Eric Wagoner      |  |     | 68 |  |         



Keith
J. Johnson



Mr.
Johnson is the Chief Financial Officer of Watertech Equipment & Sales. He served as the Manager of Business Development for
Hudson Technologies from November 2012 through September 2013. From August 2010 through November 2012, Mr. Johnson was President
of Efficiency Technologies, Inc., the wholly owned operating subsidiary of Efftec International, Inc. He was the President and
Chief Executive Officer of YRT2 (Your Residential Technology Team) in Charlotte, North Carolina since 2004. Mr. Johnson has
a BS in Accounting from Fairfield University in Fairfield, Connecticut. Mr. Johnson has served on our Board of Directors since
April 2007 and currently is the Chairman of our Audit Committee and a member of our Compensation Committee. Mr. Johnson was asked
to serve as director based in part on his financial expertise and general proven success in business.



Neil
G. Kiefer



Mr.
Kiefer is the Chief Executive Officer of Hooters Management Corporation, Hooters, Inc., and all its affiliated companies, a position
he has held since May 1992. In 1994, Mr. Kiefer was appointed to the boards of those entities, and he continues to serve on those
boards. He was also Chief Executive Officer of the Hooters Casino Hotel in Las Vegas, Nevada from 2006 to 2012. Mr. Kiefer received
his bachelor’s degree from Bethany College in Bethany, West Virginia and received his law degree from Hofstra University
in Hempstead, New York. He was admitted to the Florida Bar in 1979. Mr. Kiefer has served on our board since January 2017 and
is a member of the Compensation Committee. He was asked to serve as director based in part on his extensive knowledge of the casual
dining industry, board membership experience, and overall business acumen.



2







David
P. Osborn



Mr.
Osborn has been the Senior Vice President of Advisory Services for HealthTrust since November 2016. In this role, he directs and
supports HealthTrust’s advisory services and consulting practices, including its offerings in Total Spend Management, Supply
Chain Management, Workforce and Labor Management, and Clinical Performance. Mr. Osborn has over 30 years of experience consulting
with healthcare clients in the areas of business strategy, operations, innovation and technology. From November 2014 to November
2016, he served as senior executive for Parallon (Nashville, TN). From April 2013 to November 2014, he served as a Managing Director
at KPMG, a global consulting firm. He has also held a leadership position at Andersen Consulting (now Accenture). Mr. Osborn currently
serves as Chairman of the Board for Blue Coast Burrito, a company that owns and operates fast-casual, southwest-style restaurants
in four states in the southeastern United States. He also serves as the Chairman of the Board for the Make-A-Wish Foundation of
Middle Tennessee and serves on the Advisory Boards for the American Heart Association and the Mercy Children’s Clinic. Mr.
Osborn is a graduate of Harding University and holds a Ph.D. in Management from the University of Tennessee-Knoxville. Mr. Osborn
has served on our Board of Directors since May 2018. He was asked to serve as a director based on his lengthy tenure in consulting
clients in the areas of business strategy, operations, and technology as well as his general proven success in business.



Russell
J. Page



Mr.
Page is a Senior Vice President of Business Development with Paragon Bank. He is a 35-year investor relations executive and is
the founder and principal of Rusty Page & Company, a unique equity marketing and investor relations consulting firm. He sat
on the Board of Directors of The Diamond Hill Financial Trends Fund until 2013. Mr. Page previously served as Senior Managing
Director of the NASDAQ Stock Market, as well as Senior Vice President and Equity Marketing Executive for NationsBank Corporation,
the predecessor of Bank of America. Mr. Page in an alumnus of the University of North Carolina in Charlotte. Mr. Page has served
on our Board of Directors since January 2013 and is a member of our Audit Committee. Mr. Page was asked to serve as a director
based in part on his significant investor relations knowledge, board membership experience, and familiarity with the NASDAQ Stock
Market.



Michael
D. Pruitt



Mr.
Pruitt founded Avenel Financial Group, a boutique financial services firm concentrating on emerging technology company investments,
in 1999. In 2001, he formed Avenel Ventures, a technology investment and private venture capital firm. In February 2005, Mr. Pruitt
formed Chanticleer Holdings, Inc., which commenced operations in June 2005 with him as Chairman of the Board of Directors and
Chief Executive Officer, roles he continues to serve today. In January 2011, Mr. Pruitt became a director of the board of Hooters
of America, LLC. Mr. Pruitt received a Bachelor of Arts degree from Coastal Carolina University in Conway, South Carolina, where
he sits on the Board of Visitors of the E. Craig Wall Sr. College of Business Administration, the Coastal Education Foundation
Board, and the Athletic Committee of the Board of Trustees.



Larry
S. Spitcaufsky



Mr.
Spitcaufsky is the owner and director of Petroleum Technologies Inc., an oil and natural gas exploration company in Kansas City,
Missouri established in April 1983 and the founder and chairman of Hootwinc, LLC, a restaurant franchisee in California, established
in August 1992. He has been a partner and board member of Healthcare Delivered, LLC, a mobile dental company that delivers dental
care directly to senior homes, since May 2015. He has also served on the board of the La Jolla Institute of Allergy and Immunology
since August 2015. Mr. Spitcaufsky has additional business investments, including LBBIG, which is currently developing the Southern
California market for Little Big Burger, a Chanticleer brand specializing in made-to-order burgers and truffle fries. Mr. Spitcaufsky
has served on our Board of Directors since August 2017. He was asked to serve as director based in part on his experience in franchising
and general proven success in business.





3







J.
Eric Wagoner



Mr.
Wagoner has served as a Managing Director and Head of the High-Yield & Distressed Securities division of Source Capital Group
since 1995. Mr. Wagoner has over 35 years of investment securities experience and has developed specialized expertise in high
yield and distressed debt instruments. He serves as a member of the board of directors of Argus Research Group, a leading independent
equity research firm, and is a member of the Board of Visitors at Wake Forest University. Mr. Wagoner is a graduate of the University
of North Carolina and received his MBA from the Babcock Graduate School of Management at Wake Forest University. Mr. Wagoner holds
NASD Series 7, 24 and 63 licenses. Mr. Wagoner has served on our Board of Directors since March 2018 and is a member of the Audit
Committee and Compensation Committee. He was asked to serve as director based in part on his extensive securities knowledge and
general proven success in business.



Executive
Officers



|Name               |  | Age |    |  | Position
|------------------ |  | --- | -- |  | --------
|                   |  |     |    |  |         
|Michael D. Pruitt  |  |     | 58 |  |         
|                   |  |     |    |  |         
|Patrick Harkleroad |  |     | 47 |  |         
|                   |  |     |    |  |         
|Troy M. Shadoin    |  |     | 37 |  |         
|                   |  |     |    |  |         
|Frederick L. Glick |  |     | 54 |  |         
|                   |  |     |    |  |         
|Richard Adams      |  |     | 55 |  |         



Information
regarding Mr. Pruitt is included with the director profiles above.



Patrick
Harkleroad



Mr.
Harkleroad was appointed to serve as Chief Financial Officer effective January 21, 2019. From March 2018 to the present, Mr. Harkleroad
built and led the financial consulting division of Sherpa, LLC, a recruiting and staffing company. Prior, from March 2017 to February
2018, Mr. Harkleroad was a financial consultant with the Business Enhancement Group of Carolina Financial Group (“CFG”),
which provides financial and operational consulting to its portfolio and client companies. During his tenure at CFG, he served
as the Chief Financial Officer for one of CFG’s portfolio companies, Trinity Frozen Foods, LLC (“Trinity”).
At Trinity, Mr. Harkleroad oversaw all financial and accounting functions and was integral in bringing operational best practices
to the company. Prior to his position at CFG, from January 2006 to January 2017, Mr. Harkleroad served as Chief Financial Officer
of Retail Credit & Capital Corporation, Inc., dba Landmark Leisure Group in Charlotte, NC, a development company that created,
owned, and operated original restaurant and pub concepts, including Blackfinn Ameripub, Vida Mexican Kitchen, and Strike City
Lanes.



Troy
M. Shadoin



Mr.
Shadoin was appointed to serve as Chief Accounting Officer effective January 2, 2019. From September 2017 to December 2018, Mr.
Shadoin was Corporate Controller for Air T, Inc. (Nasdaq: AIRT) where he was responsible for financial reporting and accounting
for the consolidated group of companies. Prior to his role at Air T, Inc., from August 2005 to September 2017, he held positions
of Staff Accountant, Senior Accountant, Audit Manager and Senior Manager at Cherry Bekaert LLP. Mr. Shadoin received an undergraduate
degree in Business Administration from the University of North Carolina at Chapel Hill in 2004 and a Master of Accounting from
North Carolina State University in 2005. He has been a member of North Carolina Association of Certified Public Accountants since
2006.



4







Frederick
L. Glick



Mr.
Glick was appointed to serve as President effective November 16, 2018. Mr. Glick was the Vice President of Brewery Restaurants
for the Karl Strauss Brewing Company brand in San Diego, California from 2013 to the present. Prior, from 2008 to 2013, Mr. Glick
was the VP of Operations for Phil’s BBQ in San Diego, California. From 1991 to 2008, Mr. Glick was the President, CEO, Operating
Partner of Hootwine, Inc., a Hooters franchise, in Oceanside, California. Mr. Glick graduated with a B.S. in Business Administration
from Lehigh University in 1986. Each year, Mr. Glick volunteers with local service and charitable organizations and serves on
the state board of directors of the California Restaurant Association and CRAF (California Restaurant Association Foundation).



Richard
Adams



Mr.
Adams has more than 35 years of restaurant experience starting at the age of 16 scrubbing sidewalks for Carl’s Jr Restaurants.
There, he worked his way through the ranks where he ultimately served as Regional Vice President. After 21 years with CKE, Mr.
Adams moved to Louisiana where he became the Area Vice President for a Burger King Franchisee and led 100 restaurants. Mr. Adams
joined Bojangles’ Restaurants in Charlotte, North Carolina and served for 10 years in different capacities, including Director
of Training, and Vice President of Franchise Operations. In his five years as Bojangles’ Regional Vice President of Company
Operations he led the company’s core market in Charlotte. Mr. Adams joined the Company’s subsidiary, American Roadside
Burgers, in November of 2013 as the President and Chief Operating Officer, and he continues to serve in these roles.



Section
16(a) Beneficial Ownership Reporting Compliance



Section
16(a) of the Exchange Act requires our executive officers, directors and persons who own more than ten percent (10%) of our common
stock to file initial reports of ownership and changes in ownership with the SEC. Additionally, SEC regulations require that we
identify any individuals for whom one of the referenced reports was not filed on a timely basis during the most recent fiscal
year or prior fiscal years. To the best of our knowledge, based solely on a review of copies of the reports filed with the SEC
since January 1, 2018 and on representations by certain officers and directors, all persons subject to the reporting requirements
of Section 16(a) filed the reports required to be filed on a timely basis.



Code
of Ethics



The
Board of Directors of the Company (the “Board”) adopted a Code of Ethics, which was effective May 23, 2005, for all
officers or persons performing similar functions. A copy of this document is available on our website at www.chanticleerholdings.com
under the “Investors - Corporate Governance” tabs.



Audit
Committee



We
have a separately designated standing Audit Committee, established in accordance with Section 3 (a)(58)(A) of the Exchange Act,
which is currently made up of Mr. Johnson (Chairman), Mr. Page, and Mr. Wagoner. The Board designates which directors will serve
as the members of the Audit Committee. The Board has determined that Mr. Johnson meets the requirements of an “audit committee
financial expert,” and he serves as Chairman of the Audit Committee. All members of the Audit Committee are independent
pursuant to applicable SEC rules and regulations and NASDAQ listing standards. The Audit Committee is governed by a written charter
approved by the Board, which is available on our website at www.chanticleerholdings.com under the “Investors - Corporate
Governance” tabs.



5









|ITEM
    11. | EXECUTIVE
    COMPENSATION
|------------ | --------------------------



The
Compensation Committee of the Board deliberates executive compensation matters to the extent they are not delegated to the Company’s
Chief Executive Officer.



Summary
Compensation Table



The
following table shows the compensation of the Company’s Chief Executive Officer and President and the next most highly paid
executive officers whose compensation exceeded $100,000 (together, the “Named Executive Officers”) for the years ended
December 31, 2018 and 2017.





|Name
    and Principal Position                  |  | Year |      |  | Salary |   |         | Bonus |  |  | Stock
    Awards |  |  | All
    Other Compensation |   |  | Total | 
|------------------------------------------------ |  | ---- | ---- |  | ------ | - | ------- | ----- |  |  | ---------------- |  |  | -------------------------- | - |  | ----- | 
|Michael D. Pruitt (1)                            |  |      | 2018 |  |        | $ | 290,522 |       |  |  | -                |  |  |                            | - |  |       | 
|Chief Executive Officer                          |  |      | 2017 |  |        | $ | 299,717 |       |  |  | -                |  |  |                            | - |  |       | 
|                                                 |  |      |      |  |        |   |         |       |  |  |                  |  |  |                            |   |  |       | 
|Frederick L. Glick (2)                           |  |      | 2018 |  |        | $ | 31,250  |       |  |  | -                |  |  |                            | - |  |       | 
|President                                        |  |      | 2017 |  |        |   | -       |       |  |  | -                |  |  |                            | - |  |       | 
|                                                 |  |      |      |  |        |   |         |       |  |  |                  |  |  |                            |   |  |       | 
|Richard Adams                                    |  |      | 2018 |  |        | $ | 257,553 |       |  |  | -                |  |  |                            | - |  |       | 
|President and Chief Operating Officer
    of ARB |  |      | 2017 |  |        | $ | 267,458 |       |  |  | -                |  |  |                            | - |  |       | 
|                                                 |  |      |      |  |        |   |         |       |  |  |                  |  |  |                            |   |  |       | 
|Mark Roberson (3)                                |  |      | 2018 |  |        | $ | 194,734 |       |  |  | -                |  |  |                            | - |  |       | 
|Former Chief Operating Officer                   |  |      | 2017 |  |        | $ | 222,553 |       |  |  | -                |  |  |                            | - |  |       | 
|                                                 |  |      |      |  |        |   |         |       |  |  |                  |  |  |                            |   |  |       | 
|Eric Lederer (4)                                 |  |      | 2018 |  |        | $ | 115,163 |       |  |  | -                |  |  |                            | - |  |       | 
|Former Chief Financial Officer                   |  |      | 2017 |  |        | $ | 115,163 |       |  |  | -                |  |  |                            | - |  |       | 



| | (1) | Mr.
                                         Pruitt sits on the Hooters of America, LLC board of directors. The Company receives annual
                                         payments of $100,000 from Hooters of America, LLC while Mr. Pruitt serves on its board.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr.
                                         Glick was appointed to serve as President effective November 16, 2018.
| | --- | -------------------------------------------------------------------------------------------------------------------

| | (3) | Mr.
                                         Roberson left the Company in November 2018.
| | --- | ----------------------------------------------------------------------------------------

| | (4) | Mr.
                                         Lederer left the Company in February 2019.
| | --- | ---------------------------------------------------------------------------------------





Outstanding
Equity Awards at Fiscal Year-End Table



The
following table reflects information concerning unexercised options, stock that has not vested, and equity incentive plan awards
for each Named Executive Officer outstanding as of the end of December 31, 2018.





|Name                   |  | Option
    Awards                                                       |   |  | Stock
    Awards                                                         
|---------------------- |  | ----------------------------------------------------------------------- | - |  | -------------------------------------------------------------------------
|                       |  | Number
    of securities underlying unexercised options (#) exercisable |   |  | Number
    of securities underlying unexercised options (#) unexercisable
|Michael
    D. Pruitt  |  |                                                                         | - |  |                                                                          
|                       |  |                                                                         |   |  |                                                                          
|Frederick
    L. Glick |  |                                                                         | - |  |                                                                          
|                       |  |                                                                         | - |  |                                                                          
|                       |  |                                                                         |   |  |                                                                          
|Richard
    Adams      |  |                                                                         | - |  |                                                                          
|                       |  |                                                                         |   |  |                                                                          
|Mark
    Roberson      |  |                                                                         | - |  |                                                                          
|                       |  |                                                                         |   |  |                                                                          
|Eric
    Lederer       |  |                                                                         | - |  |                                                                          







| | (1) | Restricted
                                         stock award units do not have an exercise price and therefore are not included in the
                                         calculation of the weighted-average exercise price.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



6







Director
Compensation Table



The
following table reflects compensation earned for services performed in 2018 by members of our Board who were not Company employees.
A director who is a Company employee, such as Mr. Pruitt, does not receive any compensation for service as a director. The compensation
received by Mr. Pruitt as an employee of the Company is shown above in the Summary Compensation Table. We reimburse all directors
for expenses incurred in their capacity as directors.





|Name                 |  | Director
    Fees Earned or Paidin Cash (1) |        |  | Stock
    Awards |  |   | Option
    Awards |  |  | Total | 
|-------------------- |  | ------------------------------------------- | ------ |  | ---------------- |  | - | ----------------- |  |  | ----- | 
|Keith J. Johnson     |  | $                                           | 28,000 |  |                  |  | - |                   |  |  | -     | 
|                     |  |                                             |        |  |                  |  |   |                   |  |  |       | 
|Neil G. Kiefer       |  | $                                           | 28,000 |  |                  |  | - |                   |  |  | -     | 
|                     |  |                                             |        |  |                  |  |   |                   |  |  |       | 
|David P. Osborn (2)  |  | $                                           | 16,333 |  |                  |  | - |                   |  |  | -     | 
|                     |  |                                             |        |  |                  |  |   |                   |  |  |       | 
|Russell J. Page      |  | $                                           | 28,000 |  |                  |  | - |                   |  |  | -     | 
|                     |  |                                             |        |  |                  |  |   |                   |  |  |       | 
|Larry S. Spitcaufsky |  | $                                           | 28,000 |  |                  |  | - |                   |  |  | -     | 
|                     |  |                                             |        |  |                  |  |   |                   |  |  |       | 
|J. Eric Wagoner (3)  |  | $                                           | 21,000 |  |                  |  | - |                   |  |  | -     | 



| | (1) | Director
                                         fees earned in 2018 are accrued and unpaid; these fees will be paid in 2019.
| | --- | ------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr.
                                         Osborn was appointed to the board in May 2018.
| | --- | -------------------------------------------------------------------------------------------

| | (3) | Mr.
                                         Wagoner was appointed to the board in March 2018.
| | --- | ----------------------------------------------------------------------------------------------



|ITEM
    12. | SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|------------ | --------------------------------------------------------------------------------------------------



Security
Ownership of Certain Beneficial Owners and Management



To
our knowledge, the following table sets forth information with respect to beneficial ownership of outstanding common stock as
of April 24, 2019 by:



| | ● | each
    person known by the Company to beneficially own more than 5% of the outstanding shares of the common stock;
| | - | --------------------------------------------------------------------------------------------------------------------
| | ● | each
    of our Named Executive Officers;                                                                           
| | ● | each
    of our directors; and                                                                                      
| | ● | all
    of our directors and executive officers as a group.                                                         



Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities
as well as securities which the individual or group has the right to acquire within 60 days of the determination date. Unless
otherwise indicated, the address for those listed below is c/o Chanticleer Holdings, Inc., 7621 Little Avenue, Suite 414, Charlotte,
NC 28226. Except as indicated by footnote, and subject to applicable community property laws, the persons named in the table have
sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. The number of
shares of the common stock outstanding used in calculating the percentage for each listed person includes the shares of common
stock underlying warrants, options or other convertible securities held by such persons that are exercisable within 60 days of
April 24, 2019 but excludes shares of common stock underlying warrants, options or other convertible securities held by any other
person. The number of shares of common stock issued and outstanding as of April 24, 2019 was 3,731,786. Except as noted otherwise,
the amounts reflected below are based upon information provided to the Company and filings with the SEC.



7









|Name
    of Beneficial Owner                                                                      |  | Number
    of Shares Beneficially Owned |         |  | Percent
                                         ofClass | 
|------------------------------------------------------------------------------------------------- |  | --------------------------------------- | ------- |  | -------------------------------------------------------- | 
|Michael
    D. Pruitt (1)                                                                         |  |                                         | 77,978  |  |                                                          | 
|Frederick L. Glick(2)                                                                             |  |                                         | 20,000  |  |                                                          | 
|Richard Adams(3)                                                                                  |  |                                         | 17,246  |  |                                                          | 
|Eric Lederer                                                                                      |  |                                         | 300     |  |                                                          | 
|Mark Roberson(4)                                                                                  |  |                                         | 2,768   |  |                                                          | 
|Keith J. Johnson(5)                                                                               |  |                                         | 10,375  |  |                                                          | 
|Neil G. Kiefer(6)                                                                                 |  |                                         | 4,701   |  |                                                          | 
|David P. Osborn                                                                                   |  |                                         | -       |  |                                                          | 
|Russell J. Page(7)                                                                                |  |                                         | 9,207   |  |                                                          | 
|Larry S. Spitcaufsky(8)                                                                           |  |                                         | 696,981 |  |                                                          | 
|J. Eric Wagoner                                                                                   |  |                                         | -       |  |                                                          | 
|Directors
                                         and Executive Officers as a Group (11 persons) |  |                                         | 800,768 |  |                                                          | 





*
less than 1%



| | (1) | Mr.
                                         Pruitt directly holds 17,256 shares of common stock, Class A Warrants exercisable
                                         for 16,800 shares of common stock, and Class B Warrants exercisable for 16,800 shares
                                         of common stock. Mr. Pruitt’s IRA holds 2,072 shares of common stock and 330
                                         Series 1 Preferred Warrants exercisable for 3,300 shares of common stock. Additionally,
                                         Avenel Financial Group, Inc., a corporation controlled by Mr. Pruitt, holds 15,462 shares
                                         of common stock, warrants exercisable for 1,500 shares of common stock, Class
                                         A Warrants exercisable for 2,394 shares of common stock, and Class B Warrants exercisable
                                         for 2,394 shares of common stock.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Mr.
                                         Glick holds 30,0000 restricted stock units exercisable for 30,000 shares of common stock,
                                         of which 15,000 have vested, and stock options exercisable for 20,000 shares of common
                                         stock, of which 5,000 have vested.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Mr.
                                         Adams directly holds 2,246 shares of common stock and 15,000 restricted stock units exercisable
                                         for 15,000 shares of common stock, all of which have vested.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Mr.
                                         Roberson directly holds 1,768 shares of common stock and 100 Series 1 Preferred Warrants
                                         exercisable for 1,000 shares of common stock.                                                                                      
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) | Mr.
                                         Johnson directly holds 10,175 shares of common stock, Class
                                         A Warrants exercisable for 100 shares of common stock, and Class B Warrants exercisable
                                         for 100 shares of common stock.

| | (6) | Mr.
                                         Kiefer directly holds 2,701 shares of common stock and holds 2,000 shares of common stock
                                         in an IRA account.                                                                                                            
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (7) | Mr.
                                         Page directly holds 9,007 shares of common stock, Class
                                         A Warrants exercisable for 100 shares of common stock, and Class B Warrants exercisable
                                         for 100 shares of common stock.

| | (8) | Mr.
                                         Spitcaufsky has sole voting power and sole dispositive power for 661,743 shares of common
                                         stock: (1) 40,200 shares of common stock and warrants to purchase 40,000 shares of common
                                         stock held by Mr. Spitcaufsky in an individual IRA account; (2) 70,000 shares of common
                                         stock and warrants to purchase 434,020 shares of common stock held by Larry S. Spitcaufsky,
                                         Trustee of the Larry Spitcaufsky Family Trust UTD 1-19-88, of which Mr. Spitcaufsky is
                                         the trustee and a beneficiary; (3) 10,000 shares of common stock and warrants to purchase
                                         2,834 shares of common stock held by Beverly Sue Spitcaufsky Trust, of which Mr. Spitcaufsky
                                         is the trustee and his sister, Beverly Spitcaufsky, is the beneficiary; (4) 4,689 shares
                                         of common stock held by Larry S. Spitcaufsky TTEE, Second Amended and Restated REV TR
                                         DTD 04/24/03, of which Mr. Spitcaufsky is the trustee; and (5) 30,000 shares of common
                                         stock and warrants to purchase 30,000 shares of common stock held by Larry Steven Spitcaufsky
                                         TTEE Larry S Spitcaufsky Family Trust U/A DTD 08/23/1995, of which Mr. Spitcaufsky is
                                         the trustee and a beneficiary.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Mr.
Spitcaufsky has shared voting power and shared dispositive power for 35,238 shares of common stock: (1) 11,738 shares of common
stock and warrants to purchase 2,834 shares of common stock held by Larry S. Spitcaufsky Trust, of which Mr. Spitcaufsky is the
beneficiary and a co-trustee with his sister Nancy Spitcaufsky Eisner; (2) 10,000 shares of common stock and warrants to purchase
1,416 shares of common stock held by Larry and Tiki Spitcaufsky Marital Trust, of which Mr. Spitcaufsky is a beneficiary and a
co-trustee with his wife Terese Kathlene Klos Spitcaufsky; (3) 5,000 shares of common stock and warrants to purchase 1,416 shares
of common stock held by Blake Alexander Spitcaufsky Irrevocable Trust dated June 23, 1993, of which Mr. Spitcaufsky’s son,
Cory Spitcaufsky, is the trustee, Mr. Spitcaufsky’s son, Blake Alexander Spitcaufsky, is the beneficiary and in which Mr.
Spitcaufsky participates in the decision making of investments of the trust; and (4) warrants to purchase 2,834 shares of common
stock held by Cory Spitcaufsky Irrevocable Trust dated June 23, 1993, of which Mr. Spitcaufsky’s son, Cory Spitcaufsky,
is the trustee and beneficiary and in which Mr. Spitcaufsky participates in the decision making of investments of the trust.



8









Equity
Compensation Plan Information



The
following table provides information with respect to securities authorized for issuance under all the Company’s equity compensation
plans as of December 31, 2018.



|Plan
    Category                                             |  | Number
    of  securities to be issued upon exercise of outstanding options, warrants and rights |         |  | Weighted
     average exercise price of  outstanding options, warrants and  rights |  |   | Number
    of securities remaining available for future issuance under equity compensation plan (excluding
    securities reflected in column(a)) | 
|------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ | ------- |  | ---------------------------------------------------------------------------------- |  | - | ------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                              |  |                                                                                                  |         |  |                                                                                    |  |   |                                                                                                                                                   | 
|Equity compensation plan
    approved by security holders     |  |                                                                                                  | 174,536 |  |                                                                                    |  | - |                                                                                                                                                   | 
|                                                              |  |                                                                                                  |         |  |                                                                                    |  |   |                                                                                                                                                   | 
|Equity compensation plan not approved
    by security holders |  |                                                                                                  | -       |  |                                                                                    |  | - |                                                                                                                                                   | 



As
of December 31, 2018, the Company had issued 109,536 restricted and unrestricted shares on a cumulative basis under the Company’s
equity compensation plan pursuant to compensatory arrangements with employees, board members and outside consultants. In connection
with his executive employment agreement with the Company dated November 16, 2018, the Company granted to Frederick L. Glick, the
Company’s President, 30,000 restricted stock units, 10,000 5-year incentive stock options at an exercise price of $3.50,
and 10,000 5-year incentive stock options at an exercise price of $4.50. As of December 31, 2018, approximately 188,699 shares
remained available for grant in the future.



|ITEM
    13. | CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|------------ | -----------------------------------------------------------------------------



Policies
and Procedures for Review and Approval of Related Person Transactions



As
required under the Audit Committee Charter, our Audit Committee is responsible for reviewing and approving all related party transactions
for potential conflict of interest situations. A related party transaction refers to a transaction required to be disclosed pursuant
to Item 404 of Regulation S-K promulgated by the SEC.



In
evaluating a related person transaction, the Audit Committee considers all factors it deems appropriate, including, without limitation,
whether the related person transaction is on terms no less favorable than terms generally available to an unaffiliated third party
under the same or similar circumstances, the extent of the related person’s interest in the transaction, and whether products
or services of a similar nature, quantity, or quality are readily available from alternative sources.



9







Related
Person Transactions



Due
to Related Parties



The
Company has received non-interest-bearing loans and advances from related parties. The amounts owed by the Company as of December
31, 2018 and 2017 are as follows:



|                               |  | December
    31, 2018 |         |  | December
    31, 2017 |  
|------------------------------ |  | --------------------- | ------- |  | --------------------- | -
|                               |  |                       |         |  |                       |  
|Chanticleer
    Investors, LLC |  | $                     | 185,726 |  |                       | $
|Total                          |  | $                     | 185,726 |  |                       | $



The
amount from Chanticleer Investors, LLC is related to cash distributions received from Chanticleer Investors, LLC’s interest
in Hooters of America which is payable to the Company’s co-investors in that investment.



Transactions
with Board Members



Larry
S. Spitcaufsky, a significant shareholder and member of the Company’s Board of Directors, is also a lender to the Company
for $2 million of the Company’s $6 million in secured debentures. The Company made payments of interest to Mr. Spitcaufsky
of $84,000 and $66,222 for the years ended December 31, 2018 and 2017, respectively, as required under the secured debentures.



The
Company has also entered into a franchise agreement with entities controlled by Mr. Spitcaufsky providing him with the franchise
rights for Little Big Burger in the San Diego area and an option for southern California. The Company received franchise fees
totaling $60,000 under this arrangement during 2017. The Company received royalties of $9,178 and $0 from the Little Big Burger
franchises controlled by Mr. Spitcaufsky in 2018 and 2017, respectively. Subsequent to December 31, 2018, Mr. Spitcaufsky closed
both of his franchised Little Big Burger restaurants in 2019.



In
connection with the Securities Purchase Agreement with the Company dated May 3, 2018, Mr. Spitcaufsky subscribed for 70,000 shares
of the Company’s common stock and received an equal number of warrants to purchase shares of common stock. Michael D. Pruitt,
the Company’s Chairman and Chief Executive Officer also participated in the offering.



Director
Independence



We
undertook a review of the independence of our directors and, using the definitions and independence standards for directors provided
in the rules of the NASDAQ Stock Market, considered whether any director has a material relationship with us that could interfere
with his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, we determined
that Mr. Johnson, Mr. Kiefer, Mr. Osborn, Mr. Page, Mr. Spitcaufsky, and Mr. Wagoner are “independent directors” as
defined under the rules of the NASDAQ Stock Market.



10







|ITEM
    14. | PRINCIPAL
    ACCOUNTING FEES AND SERVICES
|------------ | ------------------------------------------



For
the fiscal year ended December 31, 2018, Cherry Bekaert LLP billed the Company for services rendered as the Company’s independent
registered principal accounting firm.



|                           |  | 2018 |         |  | 2017 |  
|-------------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees
    (1)         |  | $    | 286,369 |  |      | $
|Audit-Related Fees
    (2) |  | $    | 8,870   |  |      | $
|Tax Fees (3)               |  |      | -       |  |      |  
|Other
    Fees (4)         |  | $    | 21,100  |  |      |  
|Total                      |  | $    | 316,339 |  |      | $



| | (1) | Audit
    Fees.This category includes fees for (i) the audit of our annual financial statements and review of financial statements
    included in our quarterly reports on Form 10-Q; and (ii) services that are normally provided by the independent registered
    public accounting firm in connection with statutory and regulatory filings or engagements for the relevant fiscal years.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Audit-Related
    Fees.This category includes fees for assurance and related services that are reasonably related to the performance of
    the audit or review of our consolidated financial statements that are not reported under the caption “Audit Fees.”                                                                                                                                
| | (3) | Tax
    Fees.There were no fees for tax services.                                                                                                                                                                                                                                                                                                                                             
| | (4) | Other
    Fees.This category includes other fees for services not included above.                                                                                                                                                                                                                                                                                                             



The
Audit Committee reviews, and in its sole discretion pre-approves, our independent registered public accounting firm’s annual
engagement letter, including proposed fees and all audit and non-audit services provide by the independent registered public accounting
firm. All services described above were pre-approved by our Audit Committee. The Board may not engage the independent registered
public accounting firm to perform non-audit services proscribed by law or regulation.



PART
IV



|ITEM
    15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES
|------------ | -------------------------------------------



The
information required by this Item is set forth on the Exhibit Index that follows the signature page of this Report.



11







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized on April 30, 2019.



| | CHANTICLEER
    HOLDINGS, INC.
| | ------------------------------
| |                               
| | By:                           
| |                               
| |                               



Pursuant
to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf
of the registrant in the capacities and on the dates indicated.



|Date               |  | Title                                    |  | Signature                 
|------------------ |  | ---------------------------------------- |  | --------------------------
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Chairman
    and Chief Executive Officer |  | /s/
    Michael D. Pruitt 
|                   |  |                                          |  | Michael
    D. Pruitt     
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Chief
    Financial Officer              |  | /s/
    Patrick Harkleroad
|                   |  |                                          |  | Patrick
    Harkleroad    
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Chief
    Accounting Officer             |  | /s/
    Troy M. Shadoin   
|                   |  |                                          |  | Troy
    M. Shadoin       
|                   |  |                                          |  |                           
|April
    30, 2019 |  | President                                |  | /s/
    Frederick L. Glick
|                   |  |                                          |  | Frederick
    L. Glick    
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Director                                 |  | /s/
    Keith J. Johnson  
|                   |  |                                          |  | Keith
    J. Johnson      
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Director                                 |  | /s/
    Neil G. Kiefer    
|                   |  |                                          |  | Neil
    G. Kiefer        
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Director                                 |  | /s/
    David P. Osborn   
|                   |  |                                          |  | David
    P. Osborn       
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Director                                 |  | /s/
    Russell J. Page   
|                   |  |                                          |  | Russell
    J. Page       
|                   |  |                                          |  |                           
|April
    30, 2019 |  | Director                                 |  | /s/
    J. Eric Wagoner   
|                   |  |                                          |  | J.
    Eric Wagoner       



12







EXHIBIT
INDEX



|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                     
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|23.1+   |  | Consent
    of Independent Registered Public Accounting Firm                                                                                                                                                                                                                                                                                    
|        |  |                                                                                                                                                                                                                                                                                                                                                 
|31.1*   |  | Certification
                                         of Periodic Report by Michael D. Pruitt, as Chief Executive Officer, pursuant to Rule
                                         13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
                                         Sarbanes-Oxley Act of 2002 
|31.2*   |  | Certification
                                         of Periodic Report by Patrick Harkleroad, as Chief Financial Officer, pursuant to Rule
                                         13a-14(a) or 15d-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the
                                         Sarbanes-Oxley Act of 2002
|32.1*   |  | Certification
                                         of Periodic Report by Michael D. Pruitt, as Chief Executive Officer, pursuant to 18 U.S.C.
                                         Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                   
|32.2*   |  | Certification
    of Periodic Report by Patrick Harkleroad, as Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                            








+
Previously filed with the registrant’s Form 10-K for the fiscal year ended December 31, 2018 filed on April 1, 2019 and
incorporated herein by reference.

*
Filed herewith.



Our
SEC file number reference for documents filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended, is 001-35570.
Prior to June 7, 2012, our SEC file number reference was 000-29507.



13