Current Report Filing (8-k)
September 13 2017 - 5:28PM
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:
August
11, 2017
Algodon
Wines & Luxury Development Group, 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 File
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IRS Employer
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Incorporation
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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:
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Written
communications pursuant to Rule 425 under the Securities Act
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Item
3.02. Unregistered Sales of Equity Securities
Between
August 11, 2017 and August 31, 2017, the Company issued 69,348 shares of Series B Convertible Preferred Stock (“Series B
Preferred”) for cash proceeds of $693,480 to accredited investors.
Holders of Series
B Preferred will be entitled to, among other things, an annual dividend, liquidation preference, conversion to common stock of
the Company upon certain events, redemption if not previously converted to common stock, and voting privileges.
For
this sale of securities, 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. An initial
Form D was filed on April 7, 2017, an amended Form D was filed on June 15, 2017, an amended Form D was filed on June 29, 2017,
an amended Form D was filed on July 12, 2017, an amended Form D was filed on July 27, 2017, and an amended Form D was filed on
September 13, 2017.
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 13th day of September 2017.
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Algodon
Wines & Luxury Development Group, 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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