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:

August 20, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 20, 2024, Gaucho Group Holdings, Inc. (the “Company,” “we,” “us” or “our”), received an email notification from the Listing Qualifications Department of the Nasdaq Stock Market (“Nasdaq”) that as of June 30, 2024, the Company did not meet the required continued listing equity standard of stockholder equity of at least $2.5 million pursuant to Nasdaq Rule 5550(b)(1), as set forth on the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2024.

As of August 16, 2024, the Company is in compliance with Rule 5550(b)(1), based on the conversion of promissory notes on August 16, 2024 into shares of Senior Preferred Convertible Stock as detailed in our Current Report on Form 8-K, filed with the SEC on August 21, 2024. Based on the Company’s projections, the Company will remain in compliance for the next 12 months.

Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next period report the Company does not evidence compliance with Rule 5550(b)(1), it may be subject to delisting from Nasdaq.

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.”

Item 8.01 Other Events

On August 22, 2024, the Company sent out a press release announcing the election of David R. Reinecke as a director of the Company. The full text of the press release referenced herein is furnished hereto as Exhibit 99.1, and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1		Press release dated August 22, 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 22nd day of August 2024.

	Gaucho Group Holdings, Inc.

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

Exhibit 99.1

GAUCHO GROUP HOLDINGS, INC. STRENGTHENS LEADERSHIP WITH APPOINTMENT OF DAVID REINECKE TO BOARD OF DIRECTORS

Strategic Appointment Underscores Commitment to Leveraging New Opportunities in Argentina’s Evolving Market Landscape

MIAMI, FL / August 22, 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 the appointment of David Reinecke to the Company’s Board of Directors effective August 16, 2024. Mr. Reinecke replaces Peter J.L. Lawrence, who retired from the Board on August 16, 2024.

Mr. Reinecke brings extensive experience in global finance, strategy, and corporate development to Gaucho Holdings. Currently, he is the Chief Financial Officer and serves as a member of the Executive Board of DEAG Deutsche Entertainment AG (“DEAG”), where he has been instrumental in driving the company’s financial and operational strategies, as well as in managing its expansion into new markets. Mr. Reinecke’s background also includes significant roles at leading corporate and investment banks, such as Morgan Stanley, Credit Suisse, and N26, where he has specialized in mergers and acquisitions, debt and equity capital markets, fund raising, and strategic advisory services. His expertise in these areas is expected to be invaluable to Gaucho Holdings as the Company navigates the evolving economic landscape in Argentina.

Gaucho Holdings believes Mr. Reinecke’s strategic insight and financial acumen will complement the Company’s ongoing efforts to expand its presence in the luxury markets of Argentina. The real estate market in Argentina, including the reemergence of mortgages, presents a timely opportunity for Gaucho Holdings to capitalize on the increasing demand for high-quality assets. As a NASDAQ-listed company, Gaucho Holdings is uniquely positioned to participate in the anticipated growth of Argentine asset values and explore new opportunities that align with its long-term vision.

“I have been following Gaucho Holdings’ success story since their inception and feel honored to be officially part of the family,” commented David Reinecke. “With Argentina on the rise, I see tremendous potential for further growth, and I believe Gaucho Holdings is well positioned to capitalize on these opportunities in the future.”

“We are excited to welcome David Reinecke to our Board of Directors,” said Scott Mathis, CEO and Founder of Gaucho Group Holdings, Inc. “David’s deep experience in finance and corporate strategy will be instrumental as we embark on a fresh plan to take advantage of the opportunities being created in the new Argentina. We feel it’s time to double down on all things Argentina, leveraging our existing assets and complementing them with new endeavors to build value and drive growth for our stockholders.”

The Company believes Mr. Reinecke’s addition to the Board will further enhance its ability to execute its strategic initiatives and create value for its stakeholders in the years to come.

About Gaucho Group Holdings, Inc.

For more than ten years, Gaucho Group Holdings, Inc. (gauchoholdings.com) has been committed to identifying and developing opportunities within Argentina’s undervalued luxury real estate and consumer marketplace. The company has positioned itself to capitalize on the rapid growth of global e-commerce across multiple market sectors, with the aim of becoming a leader in diversified luxury goods and experiences in sought-after lifestyle industries and retail landscapes. With a focus on fine wines (algodonfinewines.com & algodonwines.com.ar), hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with the Algodon brand, as well as the leather goods, ready-to-wear, and accessories of the fashion brand Gaucho – Buenos Aires™ (gaucho.com), Gaucho Holdings celebrates the contemporary expression of Argentina’s vibrant and distinctive lifestyle.

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

Cover	Aug. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 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