STOCKHOLDERS’ EQUITY

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

14. STOCKHOLDERS’ EQUITY

Reverse Stock Splits

On September 25, 2023, the Company effected a reverse stock split in the ratio of 1 share of common stock for 10 previously issued shares of common stock, pursuant to the Amended and Restated Certificate of Incorporation.

On May 1, 2024, the Company effected another reverse stock split wherein each 10 shares of common stock immediately prior to the effective date was combined and converted into one share of common stock.

Common Stock

On November 27, 2023, the Company commenced a private placement (“the Private Placement”) of shares of common stock for gross proceeds of up to $4,000,000 at a price per share which equals the Nasdaq Rule 5653(d) Minimum Price definition, but in no event at a price per share lower than $6.00). On February 29, 2024, the Company’s stockholders approved certain anti-dilution provisions for holders of shares purchased in connection with the Private Placement, for a period of 18 months following the closing of the offering. (See Note 17, Subsequent Events).

During the period from January 1, 2024 through February 28, 2024 the Company sold 288,824 shares of common stock at $6.00 per share for aggregate gross proceeds of $1,732,934 in connection with the Private Placement. As of March 31, 2024, the Company has received deposits of $120,000 for the purchase of additional shares of common stock pursuant to a subscription agreement in connection with the Private Placement.

On February 7, 2024, the Company issued 1,841 shares of common stock to certain of the Company’s employees, consultants and advisors in connection with the December 31, 2023 vesting of RSUs.

Termination of Equity Line of Credit

On February 22, 2024, the Company received notice from the Underwriter of its election to terminate the equity line of credit pursuant to the Common Stock Purchase Agreement and Registration Rights Agreement (the “New ELOC”). While the notice to terminate stated that it was effective immediately, the terms of the New ELOC require at least 10 Trading Days prior written notice.

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Accumulated Other Comprehensive Loss

For the three months ended March 31, 2024 and 2023, the Company recorded a loss of $36,391 and $39,799, respectively, related to foreign currency translation adjustments as accumulated other comprehensive loss, primarily related to fluctuations in the Argentine peso to United States dollar exchange rates (see Note 2 – Summary of Significant Accounting Policies, Highly Inflationary Status in Argentina).

Warrants

There was no activity with regard to the Company’s warrants during the three months ended March 31, 2024.

As of March 31, 2024, warrants for the purchase of 39,627 shares of the Company’s common stock are outstanding with a weighted average exercise price of $53.55.

A summary of outstanding and exercisable warrants as of March 31, 2024 is presented below:

Warrants Outstanding					Warrants Exercisable
Exercise Price		Exercisable Into	Outstanding Number of Warrants		Weighted Average Remaining Life in Years		Exercisable Number of Warrants
$	45.00	Common Stock		35,571		1.9		35,571
$	100.00	Common Stock		4,043		0.8		4,043
$	9,000.00	Common Stock		13		1.9		13
		Total		39,627		1.8		39,627

Restricted Stock Units

A summary of RSU activity during the three months ended March 31, 2024 is presented below:

				Weighted Average
	Number of			Grant Date Value
	RSUs			Per Share
RSUs non-vested January 1, 2024		7,639		$	46.87
Granted		-		$	0.00
Vested		(31	)	$	131.00
Forfeited		(117	)	$	116.00
RSUs non-vested March 31, 2024		7,491		$	45.45

During the three months ended March 31, 2024 and 2023, the Company recorded stock-based compensation expense of $74,766 and $79,422 respectively, related to the amortization of RSUs.

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Stock Options

A summary of stock option activity during the three months ended March 31, 2024 is presented below:

			Weighted		Weighted
			Average		Average
	Number of		Exercise		Remaining		Intrinsic
	Options		Price		Term (Yrs)		Value
Outstanding, January 1, 2024		302		7,517.76
Granted		-		-
Exercised		-		-
Expired		-		-
Forfeited		-		-
Outstanding, March 31, 2024		302		7,517.76		0.6	$	-
Exercisable, March 31, 2024		289	$	7,471.45		0.6	$	-

During the three months ended March 31, 2024 and 2023, the Company recorded total stock-based compensation expense of $17,911 and $38,834, respectively, related to stock option grants, which is reflected as general and administrative expenses in the condensed consolidated statements of operations. As of March 31, 2024 there was $39,376 of unrecognized stock-based compensation expense, all of which is related to GGH stock option grants that will be amortized over a weighted average period of 0.5 years. No stock options were granted during the three months ended March 31, 2024 or 2023. The following table presents information related to GGH stock options outstanding as of March 31, 2024:

Options Outstanding				Options Exercisable
				Weighted
		Outstanding		Average		Exercisable
Exercise		Number of		Remaining Life		Number of
Price		Options		In Years		Options
$	462.00		6		-		6
$	708.00		3		1.7		2
$	720.00		10		1.6		9
$	726.00		6		1.5		5
$	6,936.00		193		-		193
$	10,896.00		84		1.5		74
			302		0.6		289

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)