UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report:

August 30, 2022

Gaucho Group Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-40075	52-2158952
State of	Commission	IRS Employer
Incorporation	File Number	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 3.02 Unregistered Sale of Equity Securities

Conversion of Promissory Notes Issued in Private Placement

This Current Report on Form 8-K/A of Gaucho Group Holdings, Inc. (the “Company”) amends the Company’s Current Report on Form 8-K dated August 30, 2022 and filed with the Securities and Exchange Commission on September 2, 2022 (the “Original Filing”) to correct the total amount raised through the sale of promissory notes to certain investors on August 30, 2022 (the “Investor Notes”) and to file the form of note and warrant as exhibits to this Current Report.

The Original Filing stated that the Company issued Investor Notes in a total amount of $1,531,500 and on August 30, 2022, with the requisite stockholder approval, issued 4,920,172 units upon conversion which was incorrect. The correct total amount of the Investor Notes was $1,527,500 and the total number of units issued upon conversion on August 30, 2022 was 4,825,892.

The form of note and warrant are attached to this Current Report as Exhibits 4.1 and 4.2.

Except as described herein, no other changes have been made to our Current Report on Form 8-K filed on August 30, 2022.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit Number		Description
4.1		Form of Promissory Note
4.2		Form of Warrant
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 8^th day of September, 2022.

	Gaucho Group Holdings, Inc.

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