Form 8-K - Current report

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:

May 15, 2024

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 8.01 Other Events.

On May 15, 2024, the Company issued a press release announcing its compliance with Nasdaq’s requirement of maintaining a minimum closing bid price of $1.00 for at least 10 consecutive business days pursuant to Rule 5550(a)(2). The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference.

Also on May 15, 2024, the Company sent a letter to its stockholders announcing compliance with the Nasdaq bid price requirement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1		Press release dated May 15, 2024
99.2		Letter to stockholders dated May 15, 2024
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 15th day of May 2024.

	Gaucho Group Holdings, Inc.

	By:	/s/ Scott L. Mathis,
		Scott L. Mathis, President & CEO

Exhibit 99.1

GAUCHO HOLDINGS ACHIEVES KEY NASDAQ MILESTONE

Company Leverages Argentina’s Favorable Investment Climate to Expand Luxury Real Estate Portfolio

MIAMI, FL / May 15, 2024 / Gaucho Group Holdings, Inc. (NASDAQ:VINO), a company that includes a growing collection of e-commerce platforms with a concentration on fine wines, luxury real estate, and leather goods and accessories (the “Company” or “Gaucho Holdings”), today announced that it has received a letter from Nasdaq confirming compliance with Nasdaq’s requirement of maintaining a minimum closing bid price of $1.00 for at least 10 consecutive business days. The matter is now closed.

This development positions Gaucho Holdings to benefit from increased market interest and investment activity. Having regained compliance with Nasdaq requirements, the Company’s stock at the current price is now marginable, once again potentially attracting investment from major institutional funds, mutual and other funds, and family offices.

Gaucho Holdings believes the macro global trend of investing in Argentina has shifted in the country’s favor. Investors are once again looking to Argentina as a viable diversification option for their portfolios. The Company continues to focus on expanding its real estate portfolio in the region, leveraging the improving economic landscape to enhance shareholder value.

Recent economic reforms in Argentina have shown promising results, including a reduction in inflation and the achievement of the country’s first quarterly government budget surplus since 2008. These developments have positively influenced market sentiment, as evidenced by the notable rise in the Global X MSCI Argentina ETF (ARGT), which has surged 23% this year.

Gaucho Holdings believes that the recent endorsements by global business leaders, including Tesla CEO Elon Musk, provide a substantial foundation for future investments in Argentina. The Company supports President Milei’s robust invitation to investors and entrepreneurs to consider Argentina as a potential hub for growth and innovation, with the assertion that Argentina could become the “new Mecca of the West.” This aligns with Gaucho Holdings’ vision of tapping into emerging markets with significant growth potential, particularly in the luxury real estate sector.

“We believe now is the perfect time to invest in Argentina,” said Scott Mathis, CEO, and Founder of Gaucho Group Holdings, Inc. “With the country’s newly returned mortgage market and positive economic reforms, we believe we are strategically positioned to take full advantage of these developments. These improvements in Argentina’s economic landscape present unprecedented opportunities for growth and innovation. Just this past week, even Elon Musk took to his social media platform X to express his support by stating, ‘I recommend investing in Argentina.’ We have established ourselves as one of the premier avenues for investors to gain exposure to Argentina, particularly in the luxury real estate sector. Stay tuned, we are working on other developments that we hope to announce soon.”

About Gaucho Group Holdings, Inc.

For more than ten years, Gaucho Group Holdings, Inc.’s (gauchoholdings.com) mission has been to source and develop opportunities in Argentina’s undervalued luxury real estate and consumer marketplace. Our company has positioned itself to take advantage of the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury goods and experiences in sought after lifestyle industries and retail landscapes. With a concentration on fine wines (algodonfinewines.com & algodonwines.com.ar), hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with our proprietary Algodon brand, as well as the leather goods, ready-to-wear and accessories of the fashion brand Gaucho – Buenos Aires® (gaucho.com), these are the luxury brands in which Argentina finds its contemporary expression.

Cautionary Note Regarding Forward-Looking Statements

The information discussed in this press release includes “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included herein concerning, among other things, changes to exchange rates and their impact on the Company, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not be considered to be) guarantees of future performance. Refer to our risk factors set forth in our reports filed on Edgar. The Company disclaims any obligation to update any forward-looking statement made here.

Media Relations:

Gaucho Group Holdings, Inc.
Rick Stear
Director of Marketing
212.739.7669
rstear@gauchoholdings.com

Exhibit 99.2

Cover	May 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2024
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	VINO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false