Current Report Filing (8-k)
December 04 2019 - 2:41PM
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:
December 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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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 [X]
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. [X]
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
3.03 Material Modification to Rights of Security Holders.
As previously reported, on February 28, 2017,
Gaucho Group Holdings, Inc. (the “Company”) filed a Certificate of Designation of the Series B Convertible Preferred
Stock designating 902,670 shares of preferred stock of the Company, par value $0.01 as Series B Convertible Preferred Stock (the
“Series B Shares”). Among the other rights and preferences of the holders of Series B Shares, if such Series B Shares
had not been previously converted into common stock, the holders were entitled to convert their Series B Shares to common stock
up until the date that was two years following the termination of any offering of the Series B Shares, at which time the Company
would redeem all then-outstanding Series B Shares. Also as previously reported, the termination date of the offering of
the Series B Shares was December 4, 2017.
On
December 3, 2019, the Board approved the Amendment to the Certificate of Designation of the Series B Convertible Preferred Stock
(the “Series B Amendment”) which extends the period in which holders of the Series B Shares may voluntarily elect
to convert such shares into shares of common stock of the Company to January 31, 2020. In addition, the Series B Amendment extends
the date upon which the Company shall redeem all then-outstanding Series B Shares and all unpaid accrued and accumulated dividends
to January 31, 2020.
The Series B Amendment was filed with the Secretary of State of the State of Delaware on December 3, 2019.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
See
item 3.03 above.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
December 3, 2019, stockholders holding a majority of the Series B Shares approved the Series B Amendment by written consent pursuant
to the Company’s bylaws and the Delaware General Corporation Law.
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 4th day of December 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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