false 0001559998 0001559998 2023-11-20 2023-11-20 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:

November 20, 2023

 

Gaucho Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40075   52-2158952

State of

Incorporation

 

Commission

File Number

 

IRS Employer

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 3.02 Unregistered Sales of Equity Securities.

 

As previously reported on our Current Report on Form 8-K filed on February 21, 2023, Gaucho Group Holdings, Inc. (the “Company,” “we,” “us” or “our”), and an institutional investor (the “Holder”) entered into that certain Securities Purchase Agreement, dated as of February 21, 2023 (the “Securities Purchase Agreement”) and the Company issued to the Holder a senior secured convertible note, as amended (the “Note”) and warrant to purchase 337,710 shares of common stock of the Company (the “Warrant” and together with the Securities Purchase Agreement and the Note, the “Note Documents”). For the full description of the Note Documents, please refer to our Current Report on Form 8-K and the exhibits attached thereto as filed with the SEC on February 21, 2023.

 

On November 20, 2023, pursuant to the Note, the investor elected to convert a total of $181,707 of principal and $27,256 of premium into 371,081 shares of common stock of the Company at a conversion price of $0.5631 per share.

 

On November 27, 2023, pursuant to the Note, the investor elected to convert a total of $57,659 of principal, $2,743 of interest, and $9,060 of premium into 135,500 shares of common stock of the Company at a conversion price of $0.5126 per share.

 

The shares of common stock that have been and may be issued under the Note Documents are being offered and sold in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and/or Rule 506(b) of Regulation D thereunder. The Company filed a Form D with the SEC on or about March 3, 2023.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   

 

 

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 1st day of December 2023.

 

  Gaucho Group Holdings, Inc.
     
  By: /s/ Scott L. Mathis
    Scott L. Mathis, President & CEO

 

   

 

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Nov. 20, 2023
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Document Type 8-K
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Document Period End Date Nov. 20, 2023
Entity File Number 001-40075
Entity Registrant Name Gaucho Group Holdings, Inc.
Entity Central Index Key 0001559998
Entity Tax Identification Number 52-2158952
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 112 NE 41st Street
Entity Address, Address Line Two Suite 106
Entity Address, City or Town Miami
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33137
City Area Code 212
Local Phone Number 739-7700
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol VINO
Security Exchange Name NASDAQ
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Elected Not To Use the Extended Transition Period false

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