Current Report Filing (8-k)
June 05 2019 - 05:21PM
Edgar (US Regulatory)
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:
June
3, 2019
Gaucho
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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0-55209
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52-2158952
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State of
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Commission
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IRS Employer
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Incorporation
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File Number
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Identification No.
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135
Fifth Ave., 10th Floor
New
York, NY 10010
Address
of principal executive offices
212-739-7650
Telephone
number, including
Area
code
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):
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Written communication pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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Item
3.02. Unregistered Sales of Equity Securities
Between
April 1, 2019 and June 3, 2019, Gaucho Group Holdings, Inc. (“GGH”) sold 3,927,857 shares of its common stock to accredited
investors for total gross proceeds of $1,374,750. No general solicitation was used, no commissions were paid, and the Company
relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act
of 1933, as amended, in connection with the sales. A Form D was filed with the SEC on April 22, 2019, an amended Form D was filed
on May 6, 2019, and an amended Form D was filed on May 31, 2019.
Item
8.01 Other Events
On
June 3, 2019, Gaucho Group Holdings, Inc. (the “Company”) sent a letter from its chief executive officer and president,
Scott Mathis, to its stockholders. The letter is set forth in Exhibit 99.1 hereto.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 5th day of June 2019.
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Gaucho Group Holdings, Inc.
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By:
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/s/
Scott L. Mathis
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Scott L. Mathis, President & CEO
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