Filed Pursuant to Rule 424(b)(3)

Registration No. 333-192365

PROSPECTUS SUPPLEMENT NO. 2

To Prospectus dated April 21, 2014

 

 

 

7,243,850 Shares

 

THE ONE GROUP HOSPITALITY, INC.

 

Common Stock

 

This prospectus supplement no. 2 supplements the prospectus dated April 21, 2014, relating to the offering and resale by the selling stockholders identified in the prospectus of up to 7,243,850 shares of the common stock, par value $0.0001 per share, of The ONE Group Hospitality, Inc. (formerly Committed Capital Acquisition Corporation). These shares were privately issued to the selling stockholders on October 16, 2013 in connection with a private placement and reverse merger transaction described in the prospectus.

 

This prospectus supplement incorporates into our prospectus the information contained in our attached current report on Form 8-K, which was filed with the Securities and Exchange Commission on June 6, 2014. On June 5, 2014, we changed our corporate name to The ONE Group Hospitality, Inc.

 

You should read this prospectus supplement in conjunction with the prospectus, including any supplements and amendments thereto. This prospectus supplement is qualified by reference to the prospectus except to the extent that the information in the prospectus supplement supersedes the information contained in the prospectus.

 

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including any supplements and amendments thereto.

 

Our common stock is quoted on the OTC Markets OTCQB tier, or OTCQB, under the symbol “STKS.” As of June 5, 2014 the last reported sale price for our common stock as reported on the OTCQB was $4.85 per share.

 

Investment in our common stock involves risks. See “Risk Factors” beginning on page 7 of the prospectus.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense.

 

The date of this prospectus supplement is June 6, 2014.

 

 
 

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 5, 2014

 

THE ONE GROUP HOSPITALITY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-52651   14-1961545

(State or other jurisdiction

of incorporation)

   (Commission File Number)  

(IRS Employer

Identification No.)

 

411 W. 14th Street, 2nd Floor

New York, New York 10014

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (646) 624-2400

 

Committed Capital Acquisition Corporation

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

  

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 5, 2014, at our annual meeting of stockholders, our stockholders approved our 2013 Employee, Director and Consultant Equity Incentive Plan (the “2013 Plan”). A description of the material features of the 2013 Plan and related matters are set forth in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2014, under the heading “Proposal 2: Approve the 2013 Employee, Director and Consultant Equity Incentive Plan,” and is incorporated herein by reference. Such description is qualified in its entirety by reference to the actual terms of the 2013 Plan, a copy of which is filed as Exhibit 10.45 to The ONE Group Hospitality, Inc. (the “Company”) Current Report on Form 8-K filed on November 27, 2013.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On June 5, 2014 at our annual meeting of stockholders, our stockholders approved an amendment and restatement (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to (a) amend and/or remove certain provisions, including but not limited to Article IX, relating to certain business transaction requirements of the Company; and (b) change the name of Committed Capital Acquisition Corporation to The ONE Group Hospitality, Inc. The Certificate of Amendment was filed with the Secretary of State of Delaware on June 5, 2014.

 

A copy of the Amended and Restated Certificate of Incorporation, reflecting the amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation, is attached hereto and is being filed pursuant to this Item 5.03 as Exhibit 3.1 to this Current Report on Form 8-K.

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

(a) On June 5, 2014, we held our 2014 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 24,940,195 shares of common stock outstanding as of the record date of April 11, 2014, a quorum of 16,398,028 shares, or approximately 65.7% of the eligible shares, was present in person or represented by proxy.

 

(b) The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter.

 

Proposal No. 1: Election of Directors:

 

To elect Michael Serruya and Richard E. Perlman to our Board of Directors to serve until the 2017 Annual Meeting of Stockholders, and until their respective successors have been elected and qualified, subject, however, to such directors’ earlier death, resignation, retirement, disqualification or removal.

 

             
Name  Votes For   Votes
Withheld		   Broker Non-
Votes		 
Michael Serruya   15,232,575    0    1,165,453 
Richard E. Perlman   15,232,575    0    1,165,453 

 

Proposal 2: Approve the 2013 Employee, Director and Consultant Equity Incentive Plan:

 

To approve the 2013 Employee, Director and Consultant Equity Incentive Plan.

 

Votes For   Votes
Against		   Votes
Abstained		   Broker
Non-
Votes		 
 14,858,665    373,910    0    1,165,453 

 

 

Proposal 3: Approve Amendment and Restatement of Committed Capital Acquisition Corporation Amended and Restated Certificate of Incorporation:

 

To approve a proposed amendment and restatement to the Company’s Amended and Restated Certificate of Incorporation to (a) amend and/or remove certain provisions, including but not limited to Article IX, relating to certain business transaction requirements of the Company; and (b) change the name of Committed Capital Acquisition Corporation to The ONE Group Hospitality, Inc.

 

 
 

 

Votes For   Votes Against   Votes
Abstained		   Broker Non-
Votes		 
 15,232,575    0    0    1,165,453 

 

Proposal No. 4: Ratify Selection of Independent Registered Public Accounting Firm:

 

To ratify the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

Votes For   Votes
Against		   Votes
Abstained		 
 16,398,028    0    0 

 

Proposal 5: Approve an Advisory Vote on the Compensation of our Named Executive Officers:

 

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.

 

Votes For   Votes Against   Votes
Abstained		   Broker Non-
Votes		 
 15,183,885    48,690    0    1,165,453 

 

Proposal 6: Approve an Advisory Vote on the Frequency of Holding an Advisory Vote on the Compensation of our Named Executive Officers:

 

To approve the frequency of holding an advisory vote on compensation of our named executive officers:

 

1 Year   2 Years   3 Years   Votes
Abstained		 
 14,819,798    392,777    20,000    0 

 

 

(d) Consistent with the recommendation of the board of directors in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote or (ii) such date that the board of directors decides to hold the next stockholder advisory vote on the frequency of such advisory votes.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

3.1   Amended and Restated Certificate of Incorporation of The ONE Group Hospitality, Inc. as filed with the Secretary of State of the State of Delaware on June 5, 2014.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

Dated: June 6, 2014 THE ONE GROUP HOSPITALITY, INC.
     
  By:  /s/ Samuel Goldfinger
  Name: Samuel Goldfinger
  Title: Chief Financial Officer

 

 

 
 

 

EXHIBIT INDEX

 

 

Exhibit No.   Description
     
3.1   Amended and Restated Certificate of Incorporation of The ONE Group Hospitality, Inc. as filed with the Secretary of State of the State of Delaware on June 5, 2014.