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
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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) | ||
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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).
Emerging
growth company
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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
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 | ||
Item 3.02 Unregistered Sales of Equity Securities.
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 December 19, 2022 and filed with the Securities and Exchange Commission on December 23, 2022 (the “Original Filing”) to correct the total amount of principal and interest of the convertible promissory notes that converted on December 19, 2022.
The Original Filing stated that the Company converted promissory notes representing a total of $1,484,000 of principal and $13,710 of interest into 624,084 units consisting of one share of common stock and one warrant to purchase one share of common stock at a conversion price of $2.40 per unit. The correct amount of the notes converted was $1,431,500 of principal and $13,817 of interest converted into 602,255 units (consisting of 602,255 shares of common stock and warrants to purchase 602,225 shares of common stock of the Company.
Except as described herein, no other changes have been made to our Current Report on Form 8-K filed on December 23, 2022.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |
| 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 15th day of February 2023.
| Gaucho Group Holdings, Inc. | ||
| By: | /s/ Scott L. Mathis | |
| Scott L. Mathis, President & CEO | ||