Item
1.01 Entry into a Material Definitive Agreement
As
previously reported on our Current Report on Form 8-K filed on November 8, 2021, Gaucho Group Holdings, Inc. (the “Company,”
“we,” “us” or “our”), and the investors (the “Holders”) entered into that Securities
Purchase Agreement, dated as of November 3, 2021 (as the same has been amended, restated, amended and restated, supplemented or otherwise
modified prior to the date hereof, the “Securities Purchase Agreement”) and the Company issued to the Holders certain senior
secured convertible notes (as the same has been amended, restated, amended and restated, supplemented or otherwise modified prior to
the date hereof, each, a “Note” and together with the Securities Purchase Agreement, the “Note Documents”).
Also
as previously reported on our Current Report on Form 8-K filed March 1, 2022, on February 22, 2022, the Company entered into an exchange
agreement (the “Exchange Agreement”) with the Holders in order to amend and waive certain provisions of the Note Documents
and exchange $100 in aggregate principal amount of each of the Notes. All terms not defined in this Current Report are as set forth in
the Transactional Documents and the Conversion Agreement described below.
In
addition, as previously reported on our Current
Report on May 2, 2022, the Company and the Holders entered into a letter agreement (the “Letter Agreement”) pursuant to which
the parties agreed to reduce the Conversion Price from $3.50 to $1.35 for the period beginning May 2, 2022 through May 13, 2022 (the
“Reduced Price Conversion Period”). The Note Documents, Exchange Agreement, and Letter Agreement are referred to herein as
the Transaction Documents.
For the full description of the Transaction Documents,
please refer to our Current Reports on Forms 8-K and the exhibits attached thereto as filed with the SEC on November 8, 2021, March 1,
2022, and May 2, 2022.
On
May 12, 2022, the Company and the Holders entered into a conversion agreement (the “Conversion Agreement”) pursuant to which
the parties agreed to reduce the Conversion Price to $0.95 and the Holders have committed to converting up to 4.90% of the outstanding
shares of common stock of the Company.
The
foregoing description of the Conversion Agreement is a summary only, does not purport to be complete and is qualified in its entirety
by the full text of the document, a copy of which is attached as Exhibit 10.1, and incorporated herein by reference.
The
representations, warranties and covenants contained in the agreements described in Item 1.01 of this Current Report on Form 8-K are not
intended to be a source of factual, business or operational information about the Company; were made only for purposes of such agreements
and as of specific dates; were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon
by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of
establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from
those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants
or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.