21. SUBSEQUENT EVENTS

On January 9, 2023, the Company entered into a series of promissory notes for gross proceeds of $185,000 bearing interest at 8% per annum. The maturity date is January 9, 2024.

On February 2, 2023, the Company and the holders of the remaining GGH Notes entered into a fourth letter agreement (“Letter Agreement #4). Pursuant to Letter Agreement #4, the parties agreed to reduce the Conversion Price of the Notes to the lower of: (i) the Closing Sale Price on the Trading Day immediately preceding the Conversion Date; and (ii) the average Closing Sale Price of the common stock for the five Trading Days immediately preceding the Conversion Date, beginning on the Trading Day of February 3, 2023. Any conversion which occurs shall be voluntary at the election of the Holder. Between February 3^rd and February 15^th, 2023, a total of approximately $1,335,000 in principal was converted to 847,917 shares at prices ranging from $1.45 and $2.40.

On February 8, 2023, the Company and the holders of the remaining GGH Notes entered into a fifth letter agreement (“Letter Agreement #5). Pursuant to Letter Agreement #5, the parties agreed to extend the maturity date of the notes from February 9, 2023 to February 28, 2023. The conversion amount and all outstanding amortization amounts and amortization redemption amounts (as defined in the note documents) shall be due and payable in full on February 28.

On February 10, 2023, the Company sold 591,000 shares of common stock for gross proceeds of $591,000 to accredited investors and warrants to purchase 147,750 shares of common stock at an exercise price of $1.00 per share. The Warrants are exercisable for two years from the date of issuance.

On February 20, 2023, the Company entered into another exchange agreement (the “Exchange Agreement #4”) with the holders of the GGH Notes. In exchange for $300 in aggregate principal amount of the GGH Notes, warrants are issued to purchase up to an aggregate of 150,000 shares of the Company’s common stock at an exercise price of $1.00. The Warrants are immediately exercisable and may be exercised at any time, and from time to time, on or before the second anniversary of the date of issuance.

GAUCHO GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 21, 2023, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which the Company will sell to the investor a series of senior secured convertible notes of the Company in the aggregate original principal amount of $5,617,978, and a series of common stock purchase warrants which shall be exercisable into an aggregate of 3,377,099 shares of common stock of the Company for a term of three years. The Company received $5,000,000 in proceeds after the original issue discount of 11% on the principal. The convertible notes are convertible into shares of common stock of the Company at a conversion price of $1.34 (subject to adjustment for standard anti-dilution events). The convertible notes are due and payable on the first anniversary of the Issuance Date and bear interest at a rate of 7% per annum, which shall be payable either in cash monthly or by way of inclusion of the accrued interest in the conversion amount on the conversion date. The Company used a portion of the proceeds to repay all principal, interest, and fees of $905,428 owed on the GGH Notes (see Note 14 - Convertible Deb Obligations).

Foreign Currency Exchange Rates

The Argentine Peso to United States Dollar exchange rate was 210.36, 175.74 and 102.68 at April 3, 2023, December 31, 2022 and December 31, 2021, respectively.

The British pound to United States dollar exchange rate was 0.8053, 0.8264 and 0.7340 at April 3, 2023, December 31, 2022 and December 31, 2021, respectively.