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)
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| Incorporation | File Number | Identification No. |
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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)) | ||
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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).
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an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
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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
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Item 3.02 Unregistered Sales of Equity Securities.
As previously reported in our Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 21, 2023, on February 21, 2023, Gaucho Group Holdings, Inc. (the “Company,” “we,” “us” or “our”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to the investor a series of 7% senior secured convertible notes of the Company in the aggregate original principal amount of $5,617,978 (the “Notes”), and a series of common stock purchase warrants of the Company, which warrants are exercisable into an aggregate of 3,377,099 shares of common stock of the Company for a term of three years (the “Warrants”).
On July 3, 2023, at the election of the investor, a total of $120,000 of principal, $9,979 of interest, and $19,467 of premium was converted into 329,416 shares of common stock of the Company at a conversion price of $0.4538 per share.
For this sale of securities, there was no general solicitation and no commissions paid, all purchasers were accredited investors, and the Company is relying on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. A Form D was filed with the Securities and Exchange Commission (“SEC”) on March 3, 2023.
Item 8.01 Other Events
As previously reported in our Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 21, 2023, on February 21, 2023, Gaucho Group Holdings, Inc. (the “Company,” “we,” “us” or “our”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor, pursuant to which the Company agreed to sell to the investor a series of 7% senior secured convertible notes of the Company in the aggregate original principal amount of $5,617,978 (the “Notes”), and a series of common stock purchase warrants of the Company, which warrants are exercisable into an aggregate of 3,377,099 shares of common stock of the Company for a term of three years (the “Warrants”).
On June 27, 2023, at the election of the investor, a total of $80,000 of principal, $7,179 of interest, and $13,077 of premium was converted into 329,416 shares of common stock of the Company at a conversion price of $0.4638 per share. A Form D was filed with the SEC on March 3, 2023.
For this sale of securities, there was no general solicitation and no commissions paid, all purchasers were accredited investors, and the Company is relying on the exemption from registration available under Section 4(a)(2) and/or Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering.
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 7th day of July 2023.
| Gaucho Group Holdings, Inc. | ||
| By: | /s/ Scott L. Mathis | |
| Scott L. Mathis, President & CEO | ||
Cover |
Jun. 27, 2023 |
|---|---|
| Entity Addresses [Line Items] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 27, 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 |
| Former Address [Member] | |
| Entity Addresses [Line Items] | |
| Entity Address, Address Line One | FL 33137 |