Current Report Filing (8-k)
June 08 2022 - 4:00PM
Edgar (US Regulatory)
0001559998
false
0001559998
2022-06-07
2022-06-07
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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
7, 2022
Gaucho
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40075 |
|
52-2158952 |
State
of |
|
Commission
|
|
IRS
Employer |
Incorporation |
|
File
Number |
|
Identification
No. |
112
NE 41st Street, Suite 106
Miami,
FL 33137
Address
of principal executive offices
212-739-7700
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):
|
☐ |
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)) |
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 |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock |
|
VINO |
|
The
Nasdaq Stock Market LLC |
Item
1.01 Entry into a Material Definitive Agreement
On
June 7, 2022, Gaucho Group Holdings, Inc. (the “Company”), through its wholly owned subsidiary, Gaucho Ventures I –
Las Vegas, LLC (“GVI”), executed a Second Amendment to the Amended and Restated Limited Liability Company Agreement of LVH
Holdings LLC (“LVH”) to modify the rules for distributions to the members of LVH, and modify the number, amount and timing
of GVI’s additional capital contributions to LVH. A copy of the Second Amendment to the Amended and Restated Limited Liability
Company Agreement is filed as Exhibit 10.1 to this report.
As
previously disclosed, on June 16, 2021, the Company, through GVI, entered into the Amended and Restated Limited Liability Company Agreement
of LVH and on November 16, 2022, entered into the First Amended and Restated Limited Liability Company Agreement of LVH.
As
of the date of the Second Amendment to the Amended and Restated Limited Liability Company Agreement, GVI and SLVH LLC comprise all of
the members of LVH.
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 8th day of June 2022.
|
Gaucho
Group Holdings, Inc. |
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|
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By: |
/s/
Scott L. Mathis |
|
|
Scott
L. Mathis, President & CEO |
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