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


Date of Report:

August 30, 2023


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



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 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 August 30, 2023, at the election of the investor, a total of $73,141 of principal, $5,120 of interest, and $11,739 of premium was converted into 322,998 shares of common stock of the Company at a conversion price of $0.2786 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.







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 5th day of September 2023.


  Gaucho Group Holdings, Inc.
  By: /s/ Scott L. Mathis
    Scott L. Mathis, President & CEO