UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
(Exact name of registrant as specified in its charter)
State of | Commission | IRS Employer | ||
Incorporation | File Number | Identification No. |
Address of principal executive offices
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 | ||
The
|
Item 1.01 Entry into a Material Definitive Agreement
On June 30, 2023, Gaucho Group Holdings, Inc. (the “Company”), through its wholly owned subsidiary, Gaucho Ventures I – Las Vegas, LLC (“GVI”), executed a Fourth Amendment to the Amended and Restated Limited Liability Company Agreement of LVH Holdings LLC (“LVH”) to extend the outside date for execution of the ground lease from June 30, 2023 to December 29, 2023. A copy of the Fourth Amendment to the Amended and Restated Limited Liability Company Agreement is filed as Exhibit 10.1 to this report.
As previously disclosed, on June 16, 2021, the Company, through GVI, entered into the Amended and Restated Limited Liability Company Agreement of LVH; on November 16, 2022, entered into the First Amendment to the Amended and Restated Limited Liability Company Agreement of LVH; on June 7, 2022, entered into the Second Amendment to the Amended and Restated Limited Liability Company Agreement of LVH; and on December 12, 2022, entered into the Third Amendment to the Amended and Restated Limited Liability Company Agreement of LVH.
As of the date of the Fourth Amendment to the Amended and Restated Limited Liability Company Agreement, GVI and SLVH LLC comprise all of the members of LVH.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 | Fourth Amendment to Amended and Restated Limited Liability Company Agreement dated June 30, 2023. |
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 5th day of July 2023.
Gaucho Group Holdings, Inc. | ||
By: | /s/ Scott L. Mathis | |
Scott L. Mathis, President & CEO |
Exhibit 10.1
FOURTH AMENDMENT
TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
This FOURTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Fourth Amendment”) is entered into as of June 30, 2023 (the “Fourth Amendment Date”), by and between SLVH LLC, a Delaware limited liability company (the “SLVH Member”), and Gaucho Ventures I - Las Vegas LLC, a Delaware limited liability company (the “Gaucho Member”) in respect of LVH Holdings LLC (the “Company”), a Delaware limited liability company.
WHEREAS, the SLVH Member and the Gaucho Member entered into that certain Amended and Restated Limited Liability Company Agreement of the Company dated June 16, 2021, as amended by that certain First Amendment to Amended and Restated Limited Liability Company Agreement dated November 16, 2021, that certain Second Amendment to Amended and Restated Limited Liability Company Agreement dated June 7, 2022 (the “Second Amendment”), and that certain Third Amendment to Amended and Restated Limited Liability Company Agreement dated December 12, 2022 (the “Third Amendment” and, collectively, the “Existing Agreement”);
WHEREAS, as of the Fourth Amendment Date, the SLVH Member and the Gaucho Member comprise all of the Unitholders (as defined in the Existing Agreement) of the Company; and
WHEREAS, the SLVH Member and Gaucho Member desire to amend the Existing Agreement to extend the outside date for the execution of the Ground Lease (as defined in the Existing Agreement) from June 30, 2023 to December 29, 2023, and as otherwise set forth in this Fourth Amendment.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the SLVH Member and the Gaucho Member agree as follows:
1. Defined Terms. Each capitalized term used but not defined in this Fourth Amendment has the meaning assigned to it in the Existing Agreement.
2. Extension of Outside Date for Execution of Ground Lease. Section 3(c)(i) of the Second Amendment is hereby deleted and replaced with the following:
i. | If the Ground Lease Execution Date has not occurred on or before December 29, 2023, then, as promptly as reasonably practicable after such date, the Company shall be liquidated and dissolved; and |
3. Ratification. Except as expressly amended by this Fourth Amendment, the Existing Agreement is hereby ratified and confirmed and is in full force and effect. From and after the Fourth Amendment Date, the phrase “this Agreement” in the Existing Agreement shall be deemed to be a reference to the Existing Agreement as amended by this Fourth Amendment.
4. Counterparts. This Fourth Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any counterpart or other signature hereupon delivered by facsimile or other electronic delivery method shall be deemed for all purposes as constituting good and valid execution and delivery of this Fourth Amendment by such party.
[signatures on following pages]
IN WITNESS WHEREOF, the parties have executed this Fourth Amendment as of the date first set forth above.
SLVH LLC, a Delaware limited liability company | ||
By: | /s/William S. Allen | |
William Allen, Manager | ||
GAUCHO VENTURES I – LAS VEGAS, LLC, | ||
a Delaware limited liability company | ||
By: | Gaucho Group Holdings, Inc., its sole member | |
By: | /s/ Scott L. Mathis | |
Scott L. Mathis, President & CEO |
Cover |
Jun. 30, 2023 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Jun. 30, 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 |
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 |
-8?20$3;8T.P6BP^0"X99K>]9!:G