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, 2017



|[  ] | 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: None



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



Title
of Each ClassCommon Stock, $0.0001 par value



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 and posted on its corporate Web site, if any, every Interactive
Date File required to be submitted and posted 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 and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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, or a smaller
reporting company.



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



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 stock held by non-affiliates was $8,039,760 based on the closing sale price of the Company’s
Common Stock as reported on the NASDAQ Stock Market on June 30, 2017.



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
There were 3,228,966 shares of common stock issued and outstanding as of April 28, 2018.



Documents
Incorporated by Reference



None.




















TABLE
OF CONTENTS



|ITEM
    10. | DIRECTORS, OFFICERS, AND CORPORATE GOVERNANCE                                                  | 2 
|------------ | ---------------------------------------------------------------------------------------------- | --
|             |                                                                                                |   
|ITEM
    11. | EXECUTIVE COMPENSATION SUMMARY                                                                 | 5 
|             |                                                                                                |   
|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                       | 10
|             |                                                                                                |   
|ITEM
    14. | PRINCIPAL ACCOUNTING FEES AND SERVICES                                                         | 11
|             |                                                                                                |   
|ITEM
    15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES                                                     | 12



i







EXPLANATORY
NOTE



This
Amendment No. 1 (this “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2017 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, 2017, the
Company incorporated by reference to its proxy statement for the 2018 Annual Meeting of Stockholders, pursuant to General Instruction
G(3) to Form 10-K. However, the proxy statement for the 2018 Annual Meeting of Stockholders will not be filed within 120 days
after the end of the Company’s 2017 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, 2017, filed with the SEC on March 30, 2018, 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,
    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
as of December 31, 2017, 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.



|Name                     |  | Age |  | Position                        
|------------------------ |  | --- |  | --------------------------------
|                         |  |     |  |                                 
|Keith
    J. Johnson     |  | 60  |  | Independent
    Director        
|                         |  |     |  |                                 
|Neil
    G. Kiefer       |  | 66  |  | Independent
    Director        
|                         |  |     |  |                                 
|Russell
    J. Page      |  | 75  |  | Independent
    Director        
|                         |  |     |  |                                 
|Michael
    D. Pruitt    |  | 57  |  | President,
    CEO, and Director
|                         |  |     |  |                                 
|Larry
    S. Spitcaufsky |  | 71  |  | Independent
    Director        
|                         |  |     |  |                                 
|J.
    Eric Wagoner      |  | 67  |  | Independent
    Director        



Keith
Johnson



Keith
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 chair 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
Kiefer



Neil
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 – 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.



Russell
J. Page



Rusty
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.



2







Michael
D. Pruitt



Michael
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
President, 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



Larry
S. 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 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 was asked to serve as director based in part on his experience in franchising and general proven success in business.



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 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 |  | 57  |  | President,
    CEO and Director                                               
|                      |  |     |  |                                                                               
|Eric
    S. Lederer   |  | 51  |  | Chief
    Financial Officer                                                   
|                      |  |     |  |                                                                               
|Mark
    D. Roberson  |  | 52  |  | Chief
    Operating Officer                                                   
|                      |  |     |  |                                                                               
|Richard
    Adams     |  | 55  |  | President
    and Chief Operating Officer of American Roadside Burgers (“ARB”)



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



3







Eric
S. Lederer



Eric
Lederer joined Chanticleer Holdings in February 2011 and was appointed Chief Financial Officer in June 2012. Beginning in December
2005 and until he joined us, he served as Controller of PokerTek, Inc. (NASDAQ:PTEK), which was acquired by Global Cash Access
Holdings, Inc. (NYSE:GCA) in December 2014. He was the Controller of OneTravel Holdings, Inc., a holding company primarily involved
in the travel industry and formerly listed on the AMEX. Prior to OneTravel, Mr. Lederer worked as the Controller in privately-held
companies in the entertainment industry and at a New York City CPA firm. Mr. Lederer received his BS in Accounting from Lehigh
University.



Mark
D. Roberson



Mark
Roberson joined the Company in May 2015 as Chief Operating Officer. He served as the Chief Executive Officer and Chief Financial
Officer off PokerTek, Inc. (NASDAQ:PTEK), a gaming technology company, from 2007 until 2014. Under his leadership, PokerTek developed
innovative new products, expanded internationally and delivered profitable operating results, leading the company to be acquired
in late 2014. Mr. Roberson also served in financial and operational management roles with Krispy Kreme Doughnut Corporation (NYSE:KKD),
a fast-casual restaurant franchisor and operator, Curtiss-Wright, Inc. (NYSE:CW), an aerospace and defense contractor, and LifeStyle
Furnishings International, a $2 billion furniture manufacturer. Mr. Roberson is a Certified Public Accountant who started his
career with Ernst & Young and PricewaterhouseCoopers. He earned an MBA from Wake Forest University, a BS in Accounting from
UNC-Greensboro and a BS in Economics from Southern Methodist University. He currently chairs the Audit Committee for Cynergistek,
Inc. (NYSE American:CTEK).



Richard
Adams



Richard
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 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, 2017 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.



4









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, Chair; Mr. Page; and Mr. Wagoner. The Board designates which directors will serve as
the members of the audit committee. The Board has determined that Keith Johnson meets the requirements of an audit committee financial
expert, and he serves as Chairman of the Audit Committee. All members 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.



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



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



|a. | Summary
    Compensation Table
|-- | ------------------------------



The
following table shows the compensation of the Company’s Chief Executive Officer and the next most highly paid executive
officer whose compensation exceeded $100,000 (together, the “Named Executive Officers”) for the years ended December
31, 2017 and 2016.



Annual
Compensation



|Name and Principal 
Position                 |  | Year |      |  | Salary |   |         | Bonus |  |   | Stock Awards |  |  | All Other Compen-
sation |        |  | Total |  
|-------------------------------------------- |  | ---- | ---- |  | ------ | - | ------- | ----- |  | - | ------------ |  |  | ------------------------ | ------ |  | ----- | -
|Michael D. Pruitt (1)                        |  |      | 2017 |  |        | $ | 299,717 |       |  | $ | -            |  |  | $                        | -      |  |       | $
|President and Chief Executive Officer        |  |      | 2016 |  |        | $ | 286,597 |       |  | $ | -            |  |  | $                        | -      |  |       | $
|                                             |  |      |      |  |        |   |         |       |  |   |              |  |  |                          |        |  |       |  
|Richard Adams (2)                            |  |      | 2017 |  |        | $ | 267,458 |       |  | $ | -            |  |  | $                        |        |  |       | $
|President and Chief Operating Officer of ARB |  |      | 2016 |  |        | $ | 224,443 |       |  | $ | -            |  |  | $                        | 82,500 |  |       | $
|                                             |  |      |      |  |        |   |         |       |  |   |              |  |  |                          |        |  |       |  
|Mark Roberson                                |  |      | 2017 |  |        | $ | 222,553 |       |  | $ | -            |  |  | $                        | -      |  |       | $
|Chief Operating Officer                      |  |      | 2016 |  |        | $ | 209,397 |       |  | $ | -            |  |  | $                        | -      |  |       | $
|                                             |  |      |      |  |        |   |         |       |  |   |              |  |  |                          |        |  |       |  
|Eric Lederer                                 |  |      | 2017 |  |        | $ | 115,163 |       |  | $ | -            |  |  | $                        | -      |  |       | $
|Chief Financial Officer                      |  |      | 2016 |  |        | $ | 102,007 |       |  | $ | -            |  |  | $                        | -      |  |       | $



|(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.
    Adams was granted 15,000 RSU in conjunction with the renewal of his employment agreement in October 2016.                                                                             



5







|b. | Outstanding
    Equity Awards at Fiscal Year End
|-- | ------------------------------------------------











|Name          |  | Option awards                                                       |   |  | Stock awards                                                          | 
|------------- |  | ------------------------------------------------------------------- | - |  | --------------------------------------------------------------------- | 
|              |  | Number of securities underlying unexercised options (#) exercisable |   |  | Number of securities underlying unexercised options (#) unexercisable | 
|Richard Adams |  |                                                                     | - |  |                                                                       | 



| | (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.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------



|c. | Compensation
    of Directors
|-- | -----------------------------



The
following table reflects compensation earned for services performed in 2017 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.



Director
Compensation for Fiscal Year Ended December 31, 2017



|Name                      |  | Director Fees Earned orPaid in Cash (1) |        |     | Stock  Awards |   |   | Option  Awards |  |   | Total | 
|------------------------- |  | --------------------------------------- | ------ | --- | ------------- | - | - | -------------- |  | - | ----- | 
|                          |  |                                         |        |     |               |   |   |                |  |   |       | 
|Keith J. Johnson          |  | $                                       | 22,500 |     |               | $ | - |                |  | $ | -     | 
|                          |  |                                         |        |     |               |   |   |                |  |   |       | 
|                          |  |                                         |        |     |               |   |   |                |  |   |       | 
|Neil G. Kiefer (2)        |  | $                                       | 7,500  | (5) |               | $ | - |                |  | $ | -     | 
|                          |  |                                         |        |     |               |   |   |                |  |   |       | 
|                          |  |                                         |        |     |               |   |   |                |  |   |       | 
|Russell J. Page           |  | $                                       | 22,500 |     |               | $ | - |                |  | $ | -     | 
|                          |  |                                         |        |     |               |   |   |                |  |   |       | 
|                          |  |                                         |        |     |               |   |   |                |  |   |       | 
|Larry
    Spitcaufsky (3) |  | $                                       | 9,333  |     |               | $ | - |                |  | $ | -     | 







6









| | (1) | Director
    fees of $7,500 each for four board members for Q4-17 are accrued and unpaid; these fees will be paid in 2018.
| | --- | --------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                           
| | (2) | Mr.
    Kiefer was appointed to the board in January 2017.                                                                
| |     |                                                                                                                           
| | (3) | Mr.
    Spitcaufsky was appointed to the board in August 2017.                                                            
| |     |                                                                                                                           
| | (4) | Mr.
    Kiefer declined his board fees for Q3-17 and Q4-2017; these fees are not accruing.                                







|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 28, 2018 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 options or other convertible securities held by such persons that are exercisable within 60 days of April 28,
2018 but excludes shares of common stock underlying options or other convertible securities held by any other person. The number
of shares of common stock issued and outstanding as of April 28, 2018, was 3,228,966. 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 of  Class | 
|------------------------------------------- |  | ----------------------------------- | ------- |  | ----------------- | 
|                                            |  |                                     |         |  |                   | 
|Larry S. Spitcaufsky (1)                    |  |                                     | 552,292 |  |                   | 
|Michael D. Pruitt (2)                       |  |                                     | 68,896  |  |                   | 
|Keith J. Johnson (3)                        |  |                                     | 10,375  |  |                   | 
|Russell J. Page (4)                         |  |                                     | 9,108   |  |                   | 
|J. Eric Wagoner (5)                         |  |                                     | 9,090   |  |                   | 
|Neil G. Kiefer (6)                          |  |                                     | 7,707   |  |                   | 
|Rich Adams (7)                              |  |                                     | 14,146  |  |                   | 
|Mark D. Roberson (8)                        |  |                                     | 2,516   |  |                   | 
|Eric S. Lederer                             |  |                                     | 38      |  |                   | 
|                                            |  |                                     |         |  |                   | 
|Officers and directors as Group (9 persons) |  |                                     | 674,168 |  |                   | 














*
less than 1%



|(1) | Mr.
        Spitcaufsky has sole voting power and sole dispositive power for 517,054 shares of common stock: (1) 70,000 shares of
        common stock and warrants to purchase 434,020 shares of common stock held by Larry Spitcaufsky, Trustee of the Larry Spitcaufsky
        Family Trust UTD 1-19-88, of which Larry Spitcaufsky is the trustee and a beneficiary; (2) 10,000 shares of common stock
        and warrants to purchase 2,834 shares of common stock held by the Beverly Sue Spitcaufsky Trust, of which Larry Spitcaufsky
        is the trustee and his sister, Beverly Spitcaufsky, is the beneficiary; (3) 200 shares of common stock held by Larry Spitcaufsky
        in an individual IRA account, and (4) 4,689 shares of common stock held by the Larry S. Spitcaufsky Second Amended and
        Restated Revocable Trust dated April 24, 2003, of which Larry Spitcaufsky is the trustee.
        
        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 the Larry S. Spitcaufsky Trust, of which
        Larry 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 the Larry and Tiki Spitcaufsky Marital Trust, of which Larry
        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 the Blake Alexander Spitcaufsky Irrevocable Trust
        dated June 23, 1993, of which Larry Spitcaufsky’s son, Cory Spitcaufsky, is the trustee, Larry Spitcaufsky’s
        son, Blake Alexander Spitcaufsky, is the beneficiary and in which Larry Spitcaufsky participates in the decision making
        of investments of the trust; and (4) warrants to purchase 2,834 shares of common stock held by the Cory Spitcaufsky Irrevocable
        Trust dated June 23, 1993, of which Larry Spitcaufsky’s son, Cory Spitcaufsky, is the trustee and beneficiary and
        in which Larry Spitcaufsky participates in the decision making of investments of the trust.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(2) | Mr.
    Pruitt directly holds 17,256 shares of common stock, Class A Warrants exercisable for 16,800 shares of common stock, and 16,800
    Class B Warrants exercisable for shares of common stock. Mr. Pruitt’s IRA holds 1,990 shares of common stock and 100
    Series 1 Preferred Warrants exercisable for 1,000 shares of common stock. Additionally, Avenel Financial Group, Inc., a corporation
    controlled by Mr. Pruitt, holds 10,262 shares of common stock, Class A Warrants exercisable for 2,394 shares of common stock,
    and 2,394 Class B Warrants exercisable for shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|(3) | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       



8







|(4) | Mr.
    Page directly holds 8,908 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.                                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                      
|(5) | Mr.
    Wagoner was appointed to the board in March 2018.                                                                                                                                                                                                                                                                                            
|    |                                                                                                                                                                                                                                                                                                                                                      
|(6) | Mr.
    Kiefer was appointed to the board in January 2018. He directly holds 5,707 shares of common stock and holds 2,000 shares of
    common stock in an IRA account.                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                      
|(7) | Mr. Adams directly holds 2,246
                                         shares of common stock, warrants exercisable for 4,400 shares of common stock, and 15,000
                                         restricted stock units exercisable for 15,000 shares of common stock, of which
                                         7,500 have vested.
|    |                                                                                                                                                                                                                                                                                                                                                      
|(8) | Mr.
    Roberson directly holds 1,516 shares of common stock and 100 Series 1 Preferred Warrants exercisable for 1,000 shares of common
    stock.                                                                                                                                                                                                   



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, 2017.



|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)) | 
|--------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------- |  | --------------------------------------------------------------------------- |  | - | --------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                          |  | (a)                                                                                                                                                                            |         |  | (b)                                                                         |  |   | (c)                                                                                                                                           | 
|                                                          |  |                                                                                                                                                                                |         |  |                                                                             |  |   |                                                                                                                                               | 
|Equity compensation plan approved by security holders     |  |                                                                                                                                                                                | 102,678 |  |                                                                             |  | - |                                                                                                                                               | 
|                                                          |  |                                                                                                                                                                                |         |  |                                                                             |  |   |                                                                                                                                               | 
|Equity compensation plan not approved by security holders |  |                                                                                                                                                                                | -       |  |                                                                             |  | - |                                                                                                                                               | 



As
of December 31, 2017, the Company had issued 87,678 restricted and unrestricted shares on a cumulative basis under the plan pursuant
to compensatory arrangements with employees, board members and outside consultants. No employee stock options have been issued
or are outstanding as of December 31, 2017 and December 31, 2016. The Company issued 15,000 restricted stock units to employees
during 2016. Approximately 297,322 shares remained available for grant in the future.



9







|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.



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, 2017 and 2016 are as follows:



|                           |  | December 31, 2017 |         |  | December 31, 2016 |  
|-------------------------- |  | ----------------- | ------- |  | ----------------- | -
|                           |  |                   |         |  |                   |  
|Chanticleer Investors, LLC |  | $                 | 191,850 |  |                   | $
|                           |  | $                 | 191,850 |  |                   | $



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
Spitcaufsky, a significant shareholder and member of the Company’s board of directors, is also a lender to the Company lending
$2 million of the Company’s $6 million note payable due December 31, 2018. In connection with this Note, in 2017 the Company
made payments of interest of $66,222 ($40,889 paid in January 2018) to the board member and related entities as required under
the Notes.



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.



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 Rusty Page, Keith Johnson, Larry Spitcaufsky, Neil Kiefer, and Eric Wagoner are “independent directors” as defined
under the rules of The NASDAQ Stock Market.



10













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



Audit
Fees



For
the fiscal year ended December 31, 2017, Cherry Bekaert billed the Company for services rendered as the Company’s independent
registered principal accounting firm.



|                       |  | 2017 |         |  | 2016 |  
|---------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees (1)         |  | $    | 283,400 |  |      | $
|Audit-Related Fees (2) |  |      | 23,695  |  |      |  
|Tax Fees (3)           |  |      | -       |  |      |  
|All Other Fees (4)     |  |      | -       |  |      |  
|Total                  |  | $    | 307,095 |  |      | $



|(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.



11









PART
IV



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



(3)
Exhibits required by Item 601 of Regulation S-K



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



12







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, 2018.





| | 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
    (Capacity)                      |  | Signature                   
|------------------ |  | ----------------------------------------- |  | ----------------------------
|                   |  |                                           |  |                             
|April
    30, 2018 |  | Chairman,
    President and               |  | /s/
    Michael D. Pruitt   
|                   |  | Chief
    Executive Officer               |  | Michael
    D. Pruitt       
|                   |  |                                           |  |                             
|April
    30, 2018 |  | Chief
    Financial Officer and Principal |  | /s/
    Eric S. Lederer     
|                   |  | Accounting
    Officer                    |  | Eric
    S. Lederer         
|                   |  |                                           |  |                             
|April
    30, 2018 |  | Director                                  |  | /s/
    Keith J. Johnson    
|                   |  |                                           |  | Keith
    J. Johnson        
|                   |  |                                           |  |                             
|April
    30, 2018 |  | Director                                  |  | /s/
    Neil G. Kiefer      
|                   |  |                                           |  | Neil
    G. Kiefer          
|                   |  |                                           |  |                             
|April
    30, 2018 |  | Director                                  |  | /s/
    Russell J. Page     
|                   |  |                                           |  | Russell
    J. Page         
|                   |  |                                           |  |                             
|April
    30, 2018 |  | Director                                  |  | /s/
    Larry S. Spitcaufsky
|                   |  |                                           |  | Larry
    S. Spitcaufsky    
|                   |  |                                           |  |                             
|April
    30, 2018 |  | Director                                  |  | /s/
    J. Eric Wagoner     
|                   |  |                                           |  | J.
    Eric Wagoner         



13







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 Eric S. Lederer, 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 Eric S. Lederer, 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                           

_________

*
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.



14