SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
July 7, 2017
Algodon Wines & Luxury Development Group, Inc.
(Exact name of registrant as specified in its charter)
|State of||Commission File||IRS Employer|
135 Fifth Ave., 10th Floor
New York, NY 10010
Address of principal executive offices
Telephone number, including
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:
|[ ]||Written communications pursuant to Rule 425 under the Securities Act|
|[ ]||Soliciting material pursuant to Rule 14a-12 under the Exchange Act|
|[ ]||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act|
|[ ]||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act|
Item 3.02. Unregistered Sales of Equity Securities
Between July 7, 2017 and July 24, 2017, the Company issued 31,440 shares of Series B Convertible Preferred Stock (“Series B Preferred”) for cash proceeds of $314,400 to accredited investors. Holders of Series B Preferred will be entitled to, among other things, an annual dividend, liquidation preference, conversion to common stock of the Company upon certain events, redemption if not previously converted to common stock, and voting privileges.
For this sale of securities, no general solicitation was used, no commissions were paid, and the Company relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D of the Securities Act of 1933, as amended. An initial Form D was filed on April 7, 2017, an amended Form D was filed on June 15, 2017, an amended Form D was filed on June 29, 2017, an amended Form D was filed on July 12, 2017, and an amended Form D was filed on July 27, 2017.
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 27th day of July 2017.
|Algodon Wines & Luxury Development Group, Inc.|
|By:||/s/ Scott L. Mathis|
|Scott L. Mathis, President & CEO|