Current Report Filing (8-k)
July 15 2022 - 4:23PM
Edgar (US Regulatory)
0001559998
false
0001559998
2022-07-14
2022-07-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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:
July
14, 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) |
|
|
|
|
☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement communication
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
July 14, 2022, Gaucho Group Holdings, Inc. (the “Company,” “we,” “us” or “our”), received
a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”)
notifying the Company that, for the preceding 30 consecutive business days, the closing bid price for the Company’s common stock
(the “Common Stock”) was trading below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital
Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”). The notification has no immediate effect
on the Company’s Nasdaq listing and the Company’s Common Stock will continue to trade on Nasdaq under the ticker symbol “VINO.”
In
accordance with Nasdaq Rules, the Company has been provided an initial period of 180 calendar days, or until January 10, 2023 (the “Compliance
Date”), to regain compliance with the Bid Price Requirement. If at any time before the Compliance Date the closing bid price for
the Company’s Common Stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company
written confirmation of compliance with the Bid Price Requirement.
If
the Company does not regain compliance with the Bid Price Requirement by the Compliance Date, the Company may be eligible for an additional
180 calendar day compliance period. To qualify, the Company would then be required to meet the continued listing requirement for market
value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Bid Price
Requirement, and will need to provide written notice of its intention to cure the deficiency during the additional 180 calendar day compliance
period, which compliance could be achieved by effecting a reverse stock split, if necessary. If the Company does not regain compliance
with the Bid Price Requirement by the Compliance Date and is not eligible for an additional compliance period at that time, the Staff
will provide written notification to the Company that its common stock will be subject to delisting. At that time, the Company may appeal
the Staff’s delisting determination to a Nasdaq Hearings Panel.
There
can be no assurance that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements.
Nonetheless, the Company intends to monitor the closing bid price of its Common Stock and may, if appropriate, consider available options,
including a reverse stock split, to regain compliance with the Bid Price Requirement.
Item
8.01 Other Events.
Recently,
the Company became aware of a demand letter and draft complaint alleging breach of contract from a current stockholder regarding the
stockholder vote required to amend the Certificate of Designation of the Series B Convertible Preferred Shares (the “Certificate
of Designation”). To the Company’s knowledge, no complaint has been filed at this time. The Company is reviewing the allegations
to determine if any action is warranted.
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 15th day of July 2022.
|
Gaucho Group Holdings, Inc. |
|
|
|
|
By: |
/s/
Scott L. Mathis |
|
|
Scott L. Mathis, President & CEO |
Gaucho (NASDAQ:VINO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Gaucho (NASDAQ:VINO)
Historical Stock Chart
From Apr 2023 to Apr 2024