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, 2014                                                                           
|     |                                                                                                                                                                
|[  ] | 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 414

Charlotte,
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

Common
Stock Warrants, $5.00 exercise price



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act of 1933.   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 Exchange 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. [  ]



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                                             | [  ] | Accelerated
    filer         | [  ]
|----------------------------------------------------------------------- | ---- | ----------------------------- | ----
|Non-accelerated
    filer (Do not check if a smaller reporting company) | [  ] | 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 $11,671,851 based on the closing sale price of the Company’s
Common Stock as reported on the NASDAQ Stock Market on June 30, 2014.



Indicate
the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
There were 12,306,230 shares of common stock issued and outstanding as of March 25, 2015.



Documents
Incorporated by Reference



None.
















TABLE
OF CONTENTS



|                                                                                                        |  | Page
|------------------------------------------------------------------------------------------------------- |  | ----
|PART III                                                                                                |  |     
|                                                                                                        |  |     
|Item 10. Directors, Executive Officers, and Corporate Governance                                        |  | 3   
|                                                                                                        |  |     
|Item 11. Executive Compensation Summary                                                                 |  | 5   
|                                                                                                        |  |     
|Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |  | 6   
|                                                                                                        |  |     
|Item 13. Certain Relationships and Related Transactions and Director Independence                       |  | 10  
|                                                                                                        |  |     
|Item 14. Principal Accountant Fees and Services                                                         |  | 11  
|                                                                                                        |  |     
|PART IV                                                                                                 |  |     
|                                                                                                        |  |     
|Item 15. Exhibits and Financial Statement Schedules                                                     |  | 12  
|                                                                                                        |  |     
|SIGNATURES                                                                                              |  | 13  
|                                                                                                        |  |     
|EXHIBIT INDEX                                                                                           |  | 14  



i







EXPLANATORY
NOTE



This
Amendment No.1 (this “Amendment”) to the Annual Report on Form 10-K for the year ended December 31, 2014 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, 2014, the
Company incorporated by reference to its proxy statement for the 2015 Annual Meeting of Stockholders, pursuant to General Instruction
G(3) to Form 10-K. However, the proxy statement for the 2015 Annual Meeting of Stockholders will not be filed within 120 days
after the end of the Company’s 2014 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. In particular,
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. Factors that might cause such
differences include, but are not limited to:



| | ● | operating
    losses may continue for the foreseeable future; we may never be profitable;                                                                                                                                                     
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                               
| | ● | inherent
    risks in expansion of operations, including our ability to acquire additional territories, generate profits from new restaurants,
    find suitable sites and develop and construct locations in a timely and cost-effective way;
| |   |                                                                                                                                                                                                                                               
| | ● | inherent
    risks associated with acquiring and starting new restaurant concepts and store locations:                                                                                                                                        
| |   |                                                                                                                                                                                                                                               
| | ● | general
    risk factors affecting the restaurant industry, including current economic climate, costs of labor and food prices;                                                                                                               
| |   |                                                                                                                                                                                                                                               
| | ● | intense
    competition in our industry and competition with national, regional chains and independent restaurant operators;                                                                                                                  
| |   |                                                                                                                                                                                                                                               
| | ● | our
    rights to operate and franchise the Hooters-branded restaurants are dependent on the Hooters’ franchise agreements;                                                                                                                   
| |   |                                                                                                                                                                                                                                               
| | ● | we
    do not have full operational control over the businesses of our franchise partners or operations where we hold less 100% ownership;                                                                                                    
| |   |                                                                                                                                                                                                                                               
| | ● | failure
    to protect our intellectual property rights, including the brand image of our restaurants;                                                                                                                                        
| |   |                                                                                                                                                                                                                                               
| | ● | our
    business has been adversely affected by declines in discretionary spending and may be affected by changes in consumer preferences;                                                                                                    



1







| | ● | increases
    in costs, including food, labor and energy prices;                                                                                                                                    
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                     
| | ● | our
    business and the growth of our Company is dependent on the skills and expertise of management and key personnel;                                                                            
| |   |                                                                                                                                                                                                     
| | ● | constraints
    could affect our ability to maintain competitive cost structure, including, but not limited to labor constraints;                                                                   
| |   |                                                                                                                                                                                                     
| | ● | work
    stoppages at our restaurants or supplier facilities or other interruptions of production;                                                                                                  
| |   |                                                                                                                                                                                                     
| | ● | our
    food service business and the restaurant industry are subject to extensive government regulation;                                                                                           
| |   |                                                                                                                                                                                                     
| | ● | we
    may be subject to significant foreign currency exchange controls in certain countries in which we operate;                                                                                   
| |   |                                                                                                                                                                                                     
| | ● | inherent
    risk in foreign operations and currency fluctuations;                                                                                                                                  
| |   |                                                                                                                                                                                                     
| | ● | we
    may not attain our target development goals and aggressive development could cannibalize existing sales;                                                                                     
| |   |                                                                                                                                                                                                     
| | ● | current
    conditions in the global financial markets and the distressed economy;                                                                                                                  
| |   |                                                                                                                                                                                                     
| | ● | a
    decline in market share or failure to achieve growth;                                                                                                                                         
| |   |                                                                                                                                                                                                     
| | ● | unusual
    or significant litigation, governmental investigations or adverse publicity, or otherwise;                                                                                              
| |   |                                                                                                                                                                                                     
| | ● | our
    debt financing agreements expose us to interest rate risks, contain obligations that may limit the flexibility of our operations,
    and may limit our ability to raise additional capital;
| |   |                                                                                                                                                                                                     
| | ● | adverse
    effects on our results from a decrease in or cessation or clawback of government incentives related to investments; and                                                                 
| |   |                                                                                                                                                                                                     
| | ● | adverse
    effects on our operations resulting from certain geo-political or other events.                                                                                                         



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, 2014, filed with the SEC on April 15, 2015, 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.



2







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, 2014, 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. The Company currently has five directors.



|Name                  |  | Age |  | Position                                                                      
|--------------------- |  | --- |  | ------------------------------------------------------------------------------
|                      |  |     |  |                                                                               
|Michael
    D. Pruitt |  | 54  |  | President,
    CEO and non-independent director                               
|                      |  |     |  |                                                                               
|Eric
    S. Lederer   |  | 49  |  | Chief
    Financial Officer                                                   
|                      |  |     |  |                                                                               
|Rich
    Adams        |  | 53  |  | President
    and Chief Operating Officer of American Roadside Burgers (“ARB”)
|                      |  |     |  |                                                                               
|Michael
    Carroll   |  | 65  |  | Independent
    director                                                      
|                      |  |     |  |                                                                               
|Rusty
    Page        |  | 72  |  | Independent
    director                                                      
|                      |  |     |  |                                                                               
|Paul
    I. Moskowitz |  | 58  |  | Independent
    director                                                      
|                      |  |     |  |                                                                               
|Keith
    Johnson     |  | 57  |  | Independent
    director                                                      



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.



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., 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 B.S. in Accounting from Lehigh
University. Mr. Lederer is a member of our Disclosure Committee.



3







Rich
Adams



Rich
Adams began his more than 35 years of restaurant experience scrubbing sidewalks for Carl’s Jr Restaurants at the age of
16. He worked his way through the ranks at CKE Restaurants where he ultimately served as Regional Vice President. After 21 years
with CKE, Rich 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.



Michael
Carroll



Michael
Carroll owns and operates a sales and training consulting firm based in Richmond, Virginia. Mr. Carroll also served as a director
for OneTravel Holdings, Inc., formerly RCG Companies Incorporated, from January of 2004 until February 2005. He previously spent
22 years in the distribution business, 19 of which were in computer products distribution. He holds a Bachelor’s Degree
in Business Management from The College of William & Mary in Williamsburg, Virginia, and a Master’s Degree in Business
Administration from Virginia Commonwealth University. Mr. Carroll has served on our Board of Directors since June 2005 and currently
is a member of our Audit and Compensation committees. Mr. Carroll was asked to serve as a director based in part on his significant
experience in the distribution business, as well as his general proven success in business.



Russell
(“Rusty”) Page



Rusty
Page is a 35-year investor relations executive and is currently 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 has served on our Board
of Directors since January 2013 and currently 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.



Paul
I. Moskowitz



Paul
Moskowitz is a Phi Beta Kappa of Vassar College and Cardozo Law School. Mr. Moskowitz was a co-founder and partner of Jacobs and
Moskowitz, a New York law firm specializing in corporate and real estate law. He became affiliated with The World Travel Specialist
Group/The Lawyers’ Travel Service (“WTSG/LTS”) in 1988 and served as corporate counsel, representing the travel
agency network in legal, real estate, and other business activities. In 1989, he joined WTSG/LTS full time as President and Chief
Operating Officer until March 2003, with his primary responsibilities including day-to-day operations which encompassed WTSG/LTS’
airline relationships and sales and marketing. Mr. Moskowitz led the growth of WTSG/LTS to one of the top 20 U.S. travel management
firms with more than 90 offices throughout the U.S. Mr. Moskowitz is currently engaged as a consultant for another travel organization.
Mr. Moskowitz has served on our Board of Directors since April 2007 and currently is a member of our Compensation and Disclosure
Committees. Mr. Moskowitz was asked to serve as a director based in part on his significant legal experience and general proven
success in business.



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.



4







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 10 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, 2014 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, with the following exceptions:
December 31, 2014 grants of stock to each of Messrs. Carroll, Johnson, Moskowitz, and Page have not been reported; Rich Adams
has not filed a Form 3; a grant of 14,451 shares of common stock to Rich Adams on December 31, 2014 has not been reported; a
grant of 44,000 warrants to Rich Adams on October 28, 2013 has not been reported; a purchase of 8,000 shares of common stock
by Rich Adams in fiscal year ended December 31, 2013 has not been reported; Paul Moskowitz has not filed a Form 3; a grant of
1,000 shares of common stock to Paul Moskowitz in fiscal year ended December 31, 2007 has not been reported; grants totaling
3,100 shares of common stock to Paul Moskowitz in fiscal year ended December 31, 2011 have not been reported; a purchase of
5,000 shares of common stock by Paul Moskowitz in fiscal year ended December 31, 2014 has not been reported; a grant of 6,200
warrants to Paul Moskowitz in fiscal year ended December 31, 2013 has not been reported; a grant of 8,333 shares of common
stock to Keith Johnson in fiscal year ended December 31, 2014 has not been reported; a grant of 1,000 shares of common stock
to Keith Johnson in fiscal year ended December 31, 2011 has not been reported; a grant of 2,000 warrants to Keith Johnson in
fiscal year ended December 31, 2013 has not been reported; grants totaling 5,500 shares of common stock to Mike Carroll in
fiscal year ended December 31, 2011 have not been reported; a purchase of 1,000 shares of common stock by Mike Carroll in
fiscal year ended December 31, 2014 has not been reported; a grant of 11,000 warrants to Mike Carroll in fiscal year ended
December 31, 2013 has not been reported; a grant of 1,000 shares of common stock to Rusty Page in fiscal year ended December
31, 2013 has not been reported; a grant of 2,000 warrants to Rusty Page in fiscal year ended December 31, 2013 has not been
reported; and a purchase of 435 shares of common stock by Darren Smith on December 24, 2014 was reported late. The
officers and directors of the Company plan to file the required Forms 3 and 4 with the SEC as soon as reasonably
practicable.





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.comunder
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, Chair; Mr. Page; and Mr. Carroll. 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, 2014 and 2013.



Annual
Compensation



|Name
    and Principal Position              |  | Year |      |  | Salary |   |         | Bonus |  |   | Stock

    Awards |  |  | Total |       
|-------------------------------------------- |  | ---- | ---- |  | ------ | - | ------- | ----- |  | - | ----------------- |  |  | ----- | ------
|Michael D. Pruitt                            |  |      | 2014 |  |        | $ | 242,000 |       |  | $ | -                 |  |  | $     | -     
|President and Chief Executive Officer        |  |      | 2013 |  |        | $ | 240,000 |       |  | $ | -                 |  |  | $     | -     
|                                             |  |      |      |  |        |   |         |       |  |   |                   |  |  |       |       
|Rich Adams (1)                               |  |      | 2014 |  |        | $ | 200,000 |       |  | $ | 25,000            |  |  | $     | 25,000
|President and Chief Operating Officer of ARB |  |      |      |  |        |   |         |       |  |   |                   |  |  |       |       








| | (1) | Mr.
    Adams joined the Company on October 28, 2013. His 2014 bonus was paid as 14,451 shares of our common stock, issued December
    31, 2014, and $25,000 in cash, paid in 12 equal payments of $2,083 each between January 1, 2015 and March 31, 2015.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5







b. Compensation of Directors



The
following table reflects compensation earned for services performed in 2014 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.



Director
Compensation for Fiscal Year Ended December 31, 2014



|Name              |  | Director
    Fees
 Earned or Paid
 in Cash |       |  | Stock
     Awards |   |        | Option
     Awards |  |   | Total | 
|----------------- |  | ------------------------------------------ | ----- |  | ----------------- | - | ------ | ------------------ |  | - | ----- | 
|                  |  |                                            |       |  |                   |   |        |                    |  |   |       | 
|Michael Carroll   |  | $                                          | -     |  |                   | $ | 17,300 |                    |  | $ | -     | 
|                  |  |                                            |       |  |                   |   |        |                    |  |   |       | 
|                  |  |                                            |       |  |                   |   |        |                    |  |   |       | 
|Russell J. Page   |  | $                                          | -     |  |                   | $ | 11,534 |                    |  | $ | -     | 
|                  |  |                                            |       |  |                   |   |        |                    |  |   |       | 
|                  |  |                                            |       |  |                   |   |        |                    |  |   |       | 
|Paul I. Moskowitz |  | $                                          | -     |  |                   | $ | 17,300 |                    |  | $ | -     | 
|                  |  |                                            |       |  |                   |   |        |                    |  |   |       | 
|                  |  |                                            |       |  |                   |   |        |                    |  |   |       | 
|Keith Johnson (1) |  | $                                          | 7,500 |  |                   | $ | 31,716 |                    |  | $ | -     | 








|(1) | The
    Company paid Mr. Johnson $7,500 and issued 8,333 shares of our common stock to him as compensation his efforts in closing
    an acquisition in 2014.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------



We
reimburse all directors for expenses incurred in their capacity as directors.



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 20, 2015 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.                                                         



6







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 20,
2015, 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 20, 2015, was 12,306,230. Except as noted otherwise, the amounts
reflected below are based upon information provided to the Company and filings with the SEC.



|Name
    of Beneficial Owner                     |  | Number
    of Shares
    Beneficially Owned |           |  | Percent
    of Class | 
|------------------------------------------------ |  | ------------------------------------------- | --------- |  | -------------------- | 
|                                                 |  |                                             |           |  |                      | 
|Larry Spitcaufsky (1)                            |  |                                             | 1,067,216 |  |                      | 
|Siskey Capital, LLC and affiliates (2)           |  |                                             | 1,004,033 |  |                      | 
|Sandor Capital Master Fund LP and affiliates (3) |  |                                             | 797,808   |  |                      | 
|Michael D. Pruitt (4)                            |  |                                             | 590,041   |  |                      | 
|Rich Adams (5)                                   |  |                                             | 66,451    |  |                      | 
|Michael Carroll (6)                              |  |                                             | 27,500    |  |                      | 
|Paul I. Moskowitz (6)                            |  |                                             | 24,300    |  |                      | 
|Keith Johnson (6)                                |  |                                             | 21,333    |  |                      | 
|Russel (“Rusty”) Page (6)                        |  |                                             | 9,667     |  |                      | 
|Eric S. Lederer                                  |  |                                             | 375       |  |                      | 
|                                                 |  |                                             |           |  |                      | 
|Officers and directors as Group (7 persons)      |  |                                             | 739,717   |  |                      | 








* less than
1%



7







|(1) | This
    amount is based solely on a Schedule 13G filed with the SEC on February 10, 2014 on behalf of Larry Spitcaufsky, Hooters of
    Washington, LLC, and Hooters of Oregon Partners, LLC. Mr. Spitcaufsky is the manager of Washington, LLC, and Hooters of Oregon
    Partners, LLC, and, as a result, Mr. Spitcaufsky has shared voting and dispositive power with respect to all of the securities
    reported with Washington, LLC, and Hooters of Oregon Partners, LLC. This amount reflects beneficial ownership of warrants
    to purchase 386,944 shares of common stock but does not reflect beneficial ownership of warrants to purchase 292,638 shares
    of common stock. All warrants are currently exercisable, but a contractual provision prohibits Mr. Spitcaufsky, Hooters of
    Washington, LLC, and Hooters of Oregon Partners, LLC from exercising any warrants if such exercise would result in the reporting
    persons beneficially owning more than 19.9% of the outstanding common stock measured as of January 31, 2014.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(2) | This
    amount is based solely on a Schedule 13G/A filed with the SEC on March 10, 2015. Siskey Capital, LLC shares voting power and
    dispositive power with respect to 33,600 shares; Siskey Opportunity Fund, LLC shares voting power and dispositive power with
    respect to 85,771 shares; Siskey Capital Opportunity Fund II, LLC shares voting power and dispositive power with respect to
    382,412 shares; and Richard C. Siskey and Martin A. Sumichrast share voting power and dispositive power with respect to 501,783
    shares. Additionally, Siskey Capital, LLC holds a warrant to purchase 120,911 shares; Siskey Opportunity Fund, LLC holds warrants
    to purchase 85,771 shares; and Siskey Capital Opportunity Fund II, LLC holds a warrant to purchase 295,568 shares, which warrants
    may be exercised upon 61 days’ notice to the Company and are subject to a 9.99% beneficial ownership limit. The address
    for these parties is 4521 Sharon Road, Suite 420, Charlotte, North Carolina 28211.                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(3) | Sandor
    Capital Master Fund LP is the record holder of 409,619 shares of common stock, $2.00 warrants exercisable for 174,772 shares
    of common stock, and $5.00 warrants exercisable for 85,075 shares of common stock. Sandor Advisors, LLC is the General Partner
    of Sandor Capital. John S. Lemak is the Manager of Sandor Advisors and is the record holder of 61,730 shares of common stock,
    24,830 Class A Warrants, and 24,830 Class B Warrants. Sandor Capital, Sandor Advisors, and Mr. Lemak have shared voting power
    and shared dispositive power with respect to all shares except that Mr. Lemak has sole voting power and sole dispositive power
    with respect to the 61,730 shares held directly in his name. The address for these parties is 2828 Routh Street, Suite 500,
    Dallas, Texas, 75201. This information is based solely on a Schedule 13G/A filed with the SEC on February 17, 2015.                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(4) | Michael
    D. Pruitt directly holds 169,125 shares of common stock, HOTR Warrants exercisable for 1,500 shares of common stock, Class
    A Warrants exercisable for 168,000 shares of common stock, and 168,000 Class B Warrants exercisable for shares of common stock.
    Additionally, Avenel Financial Group, Inc., a corporation controlled by Mr. Pruitt, holds 35,410 shares of common stock, Class
    A Warrants exercisable for 23,940 shares of common stock, and 23,940 Class B Warrants exercisable for shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(5) | Rich
    Adams directly holds 22,451 shares of common stock and HOTR Warrants exercisable for 44,000 shares of common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|(6) | Includes
    Class A and Class B warrants as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        



|                  |  | Shares Owned |        |  | Class A
 Warrants |  |       | Class B
 Warrants |  |  | Total | 
|----------------- |  | ------------ | ------ |  | ----------------- |  | ----- | ----------------- |  |  | ----- | 
|Michael Carroll   |  |              | 16,500 |  |                   |  | 5,500 |                   |  |  | 5,500 | 
|Rusty Page        |  |              | 7,667  |  |                   |  | 1,000 |                   |  |  | 1,000 | 
|Paul I. Moskowitz |  |              | 18,100 |  |                   |  | 3,100 |                   |  |  | 3,100 | 
|Keith Johnson     |  |              | 19,333 |  |                   |  | 1,000 |                   |  |  | 1,000 | 



8







Equity
Compensation Plan Information



The
following table provides information with respect to securities authorized for issuance under all of the Company’s equity
compensation plans as of December 31, 2014.



|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     |  |                                                                                                       | - |  |                                                                                        |  | - |                                                                                                                                                            | 
|                                                          |  |                                                                                                       |   |  |                                                                                        |  |   |                                                                                                                                                            | 
|Equity compensation plan not approved by security holders |  |                                                                                                       | - |  |                                                                                        |  | - |                                                                                                                                                            | 





|(1) | Includes
    4,000,000 shares available for issuance under the Chanticleer Holdings, Inc. 2014 Stock Incentive Plan, which was approved
    by our stockholders on January 31, 2014.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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, 2014 and 2013 are as follows:



|                           |  | 2014 |           |  | 2013 |  
|-------------------------- |  | ---- | --------- |  | ---- | -
|                           |  |      |           |  |      |  
|Hoot SA I, LLC             |  | $    | 12,196    |  |      | $
|Hooters Australia Partner  |  |      | 1,087,451 |  |      |  
|Chanticleer Investors, LLC |  |      | 199,436   |  |      |  
|                           |  | $    | 1,299,083 |  |      | $



At
December 31, 2014, the Company has an outstanding loan payable to its Australian partner of $1,087,457 in connection with Surfers
Paradise and Townsville construction costs.



Due
from related parties



The
Company has earned income from and made advances to related parties. The amounts owed to the Company at December 31, 2014 and
2013 is as follows:



|                                |  | 2014 |        |  | 2013 |  
|------------------------------- |  | ---- | ------ |  | ---- | -
|                                |  |      |        |  |      |  
|Chanticleer Dividend Fund, Inc. |  | $    | -      |  |      | $
|Chanticleer Investors, LLC      |  |      | -      |  |      |  
|Hoot SA II, III, IV LLC         |  |      | 46,015 |  |      |  
|                                |  | $    | 46,015 |  |      | $



Management
income from affiliates



Chanticleer
Dividend Fund, Inc. (“CDF”)



On
November 10, 2010, the Company formed CDF under the general corporation laws of the State of Maryland. CDF filed a registration
statement under Form N-2 to register as a non-diversified, closed-end investment company in January 2011. During 2014, management
reviewed the operations of CDF. CDF intends to dissolve the entity in 2015. In 2014, the Company wrote off its related party balance
of $69,281.



10







Avenel
Financial Group, Inc.



Avenel
Financial Group, Inc. is a company owned by Mr. Pruitt. Advances previously made to the Company were repaid during 2011. Avenel
Financial Group, Inc. invested as a limited partner in the South African Hooters locations. Avenel Financial Group, Inc. invested
$14,000, $12,500, and $25,000 in the Durban, Johannesburg, and Cape Town locations, respectively, and is entitled to receive approximately
2.0%, 1.5%, and 2.9%, respectively, of the net profits after taxation of each of the locations until payout. As of December 31,
2014, Avenel Financial Group, Inc. has received an aggregate of $6,441 in net profits after taxation and $49,816 in return of
investment under the same terms as the other limited partners.



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 Michael Carroll, Rusty Page, Paul Moskowitz and Keith Johnson are “independent directors” as defined under the
rules of The NASDAQ Stock Market.



ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES



Audit
Fees



For
the fiscal years ended December 31, 2014 and 2013, Marcum LLP billed the Company for services rendered as the Company’s
independent registered principal accounting firm.



The
Company paid the following fees to Marcum LLP for fiscal years 2014 and 2013:



|                       |  | 2014 |         |  | 2013 |  
|---------------------- |  | ---- | ------- |  | ---- | -
|Audit Fees (1)         |  | $    | 284,000 |  |      | $
|Audit-Related Fees (2) |  |      | 80,500  |  |      |  
|Tax Fees (3)           |  |      | -       |  |      |  
|All Other Fees (4)     |  |      | 20,000  |  |      |  
|Total                  |  | $    | 384,500 |  |      | $



|(1) | Audit
    Fees.This category includes fees for professional services provided in conjunction with the audit of our financial statements
    and with the audit of management’s assessment of internal control over financial reporting and the effectiveness of
    internal control over financial reporting, review of our quarterly financial statements, assistance and review of documents
    filed with the SEC, consents and attestation services provided in connection with statutory and other regulatory filings and
    engagements.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(2) | Audit
    Related Fees.This category pertains to fees for assurance and related professional services associated with due diligence
    related to acquisitions.                                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(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, 2015.



| | 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, 2015 |  | Chairman,
    President and Chief Executive Officer |  | /s/ Michael
    D. Pruitt
|                   |  |                                                     |  | Michael D. Pruitt        
|                   |  |                                                     |  |                          
|April
    30, 2015 |  | Chief
    Financial Officer and Principal           |  | /s/ Eric S.
    Lederer  
|                   |  | Accounting
    Officer                              |  | Eric S.
    Lederer      
|                   |  |                                                     |  |                          
|April
    30, 2015 |  | Director                                            |  | /s/ Michael
    Carroll  
|                   |  |                                                     |  | Michael
    Carroll      
|                   |  |                                                     |  |                          
|April
    30, 2015 |  | Director                                            |  | /s/ Russell
    J. Page  
|                   |  |                                                     |  | Russell
    J. Page      
|                   |  |                                                     |  |                          
|April
    30, 2015 |  | Director                                            |  | /s/ Paul I.
    Moskowitz
|                   |  |                                                     |  | Paul I. Moskowitz        
|                   |  |                                                     |  |                          
|April
    30, 2015 |  | Director                                            |  | /s/ Keith Johnson        
|                   |  |                                                     |  | Keith Johnson            



13







EXHIBIT
INDEX



|Exhibit |  | Description                                                                                                                                                                                                         
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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