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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report:
October
4, 2023
Gaucho
Group Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-40075 |
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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 Sales of Equity Securities.
As
previously reported on our Current Report on Form 8-K filed on February 21, 2023, Gaucho Group Holdings, Inc. (the “Company,”
“we,” “us” or “our”), and an institutional investor (the “Holder”) entered into that
certain Securities Purchase Agreement, dated as of February 21, 2023 (the “Securities Purchase Agreement”) and the Company
issued to the Holder a senior secured convertible note, as amended (the “Note”) and warrant to purchase 3,377,099 shares
of common stock of the Company (the “Warrant” and together with the Securities Purchase Agreement and the Note, the “Note
Documents”). For the full description of the Note Documents, please refer to our Current Report on Form 8-K and the exhibits attached
thereto as filed with the SEC on February 21, 2023.
On
October 4, 2023, the investor elected to convert a total of $2,063,816 of principal, $136,444 of interest, $330,039 of premium, and $1,016,228
of cash true up pursuant to the Note into 937,157 shares of common stock of the Company at a conversion price of $2.70 per share.
On
October 5, 2023, the investor elected to convert a total of $210,732 of principal and $31,610 of premium pursuant to the Note into 150,000
shares of common stock of the Company at a conversion price of $1.62 per share.
On
October 9, 2023, the investor elected to convert a total of $73,046 of principal and $12,600 of premium pursuant to the Note into 95,000
shares of common stock of the Company at a conversion price of $0.88 per share.
The
shares of common stock that have been and may be issued under the Note Documents are being offered and sold in a transaction exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof
and/or Rule 506(b) of Regulation D thereunder. The Company filed a Form D with the SEC on or about March 3, 2023.
Also,
on October 5, 2023, pursuant to the Common Stock Purchase Agreement with Tumim Capital dated November 8, 2022, the Company requested
a draw-down and issued shares of common stock and received gross proceeds as follows: 39,000 shares of common stock to Tumim for gross
proceeds of $76,449. No general solicitation was used, and a commission of 8% of the total gross proceeds was paid to Benchmark Investments,
Inc. pursuant to the Underwriting Agreement between the Company and Kingswood Capital Markets, a division of Benchmark Investments, Inc.,
f/k/a EF Hutton, dated February 16, 2021. The Company relied on the exemptions from registration available under Section 4(a)(2) and/or
Rule 506(b) of Regulation D of the Securities Act, in connection with the sales. A Form D was filed with the SEC on November 21, 2022.
Item 8.01 Other Events.
On October 10, 2023, the Company made a press
release announcing the conversion of select vineyards to organic cultivation. The full text of the press release is furnished hereto
as Exhibit 99.1 and incorporated herein by reference.
Also on October 10, 2023, the Company posted
an article on its website. The full text of the article is furnished hereto as Exhibit 99.2 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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 10th day of October 2023.
|
Gaucho
Group Holdings, Inc. |
|
|
|
|
By:
|
/s/
Scott L. Mathis |
|
|
Scott
L. Mathis, President & CEO |
Exhibit
99.1
SUSTAINABILITY
MEETS LUXURY: GAUCHO HOLDINGS BEGINS PROCESS TO CONVERT SELECT VINEYARDS IN ITS PORTFOLIO TO ORGANIC CULTIVATION
Gaucho’s
Algodon Wine Estates Embarks on Organic Journey, Amplifying Wine Excellence and Stockholder Value
MIAMI,
FL / October 10, 2023 / Gaucho Group Holdings, Inc. (NASDAQ:VINO), a company that includes a growing collection of e-commerce platforms
with a concentration on fine wines, luxury real estate, and leather goods and accessories (the “Company” or “Gaucho
Holdings”), announced today its journey towards organic cultivation for select sections of its renowned Pinot Noir and Cabernet
Sauvignon vineyards. Anticipated to unfold over 24 to 36 months, this shift represents a pivotal move in the Company’s commitment
to sustainability and eco-friendly methods. By including premium organic products from its expansive 4,138-acre residential vineyard
estate, the Company aims to draw a broader global clientele to its real estate offerings, thereby enhancing stockholder value.
The
decision to adopt organic cultivation reflects Gaucho Holdings’ pursuit of excellence and innovation. By transitioning to organic
vineyard practices for some of its wines, the Company believes it stands to gain several key advantages: Recognizing the increasing demand
for organic wines among health-conscious and environmentally aware consumers, the move can expand the company’s market reach to
this growing demographic. Moreover, the organic label typically allows for premium pricing, presenting an opportunity to enhance profitability
with each export and domestic sale. While Algodon Wine Estates has long practiced eco-friendly cultivation, the pursuit of an official
organic certification underlines the company’s commitment to sustainable operations and transparency.
This
transition to organic practices is a strategic step in Gaucho Holdings’ long-term vision for growth. In the near future, the company
plans further develop the organic garden supporting Algodon Wine Estates’ Argentine farm-to-table restaurant, Chez Gaston. Alongside
this, the estate is undertaking infrastructure enhancements, such as the implementation of new water wells, with the aim of bolstering
water self-reliance. These endeavors are part of a broader initiative to adopt sustainable practices, all with an eye towards enhancing
stockholder value.
“Algodon
Wine Estates has always taken pride in its eco-friendly approach to winemaking. This strategic shift towards organic cultivation underscores
our dedication to offering exceptional products while staying attuned to market trends and the evolving preferences of our valued consumers,”
said Scott Mathis, Founder, Chief Executive Officer, and Chairman of the Board of Directors of Gaucho Group Holdings, Inc. “Argentina,
often overlooked in the global investment landscape, is a land brimming with untapped potential. Our contrarian vision recognizes the
opportunities this vibrant nation presents. Gaucho Holdings stands out as one of the few US companies diving deep into Argentina’s
offerings. We’re not just here for the moment; we have a slew of initiatives lined up, each designed to further enhance value for
our stockholders. Argentina’s great potential, combined with our vision, sets the stage for what we believe can be a very exciting
trajectory.”
Gaucho
Holdings invites its stockholders and wine enthusiasts worldwide to stay tuned for more updates on this exciting journey towards organic
certification and the continued evolution of its prestigious wine portfolio.
About
Gaucho Group Holdings, Inc.
For
more than ten years, Gaucho Group Holdings, Inc.’s (gauchoholdings.com) mission has been to source and develop opportunities in
Argentina’s undervalued luxury real estate and consumer marketplace. Our company has positioned itself to take advantage of the
continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified luxury
goods and experiences in sought after lifestyle industries and retail landscapes. With a concentration on fine wines (algodonfinewines.com
& algodonwines.com.ar), hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with our proprietary
Algodon brand, as well as the leather goods, ready-to-wear and accessories of the fashion brand Gaucho – Buenos Aires®
(gaucho.com), these are the luxury brands in which Argentina finds its contemporary expression.
Cautionary
Note Regarding Forward-Looking Statements
The
information discussed in this press release includes “forward looking statements” within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts,
included herein concerning, among other things, changes to exchange rates and their impact on the Company, planned capital expenditures,
future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other
plans and objectives for future operations, are forward looking statements. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not be
considered to be) guarantees of future performance. Refer to our risk factors set forth in our reports filed on Edgar. The Company disclaims
any obligation to update any forward-looking statement made here.
Exhibit
99.2
Gaucho
Group Holdings, Inc.: The Case for Investing in Argentina
A
Glimpse into Argentina’s Economic Potential
Despite
often finding itself amidst negative headlines, Argentina’s stock market stands tall, representing one of the globe’s best
performers. This not only defies the general skepticism surrounding the country but also underscores the immense confidence international
investors place in Argentina’s prospective growth.
A
Contrarian Investment Strategy: Diversify with Argentinean Assets
The
present socio-economic atmosphere in regions like the US and EU calls for innovative financial strategies. At Gaucho Holdings, we champion
the idea of contrarian investments. Specifically, we urge investors to step beyond the traditional realm of USD-based assets. One of
the notable sectors we’re bullish about? Land in Argentina.
Land
prices in Argentina, currently at an accessible rate, present an enticing proposition. We’re of the firm conviction that such attractive
valuations might not linger for long. The underlying value of Argentinean land and real estate assets, teeming with potential for noteworthy
growth and appreciation, is something astute investors shouldn’t overlook.
Political
Winds of Change: Argentina’s Upcoming Elections
A
pivotal transition is imminent in Argentina with the presidential elections just around the corner. Gaucho Holdings is optimistic about
this political shift. We anticipate that the administration set to take office in 2024 will usher in a wave of economic reforms, fostering
a business-friendly environment and strengthening bonds with the global financial diaspora. This can rejuvenate investor trust and pull
in billions in fresh financing.
The
Doug Casey Perspective: A New Dawn for Argentina
Doug
Casey, a recognized authority in offshore investing, recently shared an intriguing take on Argentina’s potential future.
He remarked, “It could be the most dramatic thing that’s happened politically since at least World War II. Anywhere. Why?
Because he’s an AnCap libertarian who’d like to abolish the State—or come as close as possible. If he’s elected
in October, he’ll make every move possible to eliminate—not just reduce—as many government departments as possible
as quickly as possible. And most people seem oblivious to it.”
Gaucho
Holdings echoes Casey’s sentiments. We believe we’re on the brink of a transformative era that might very well redefine Argentina’s
economic trajectory. It’s an opportune moment that promises lucrative rewards for those who invest judiciously.
Investment
decisions should always be made with careful consideration of individual financial circumstances, goals, and risk tolerance. Always consult
with a financial advisor before making investment decisions.
Cautionary
Note Regarding Forward-Looking Statements
The
information discussed in this article includes “forward looking statements” within the meaning of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included
herein concerning, among other things, changes to exchange rates and their impact on the Company, planned capital expenditures, future
cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans
and objectives for future operations, are forward looking statements. Although we believe that the expectations reflected in these forward-looking
statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not be considered to
be) guarantees of future performance. Refer to our risk factors set forth in our reports filed on Edgar. The Company disclaims any obligation
to update any forward-looking statement made here.
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Grafico Azioni Gaucho (NASDAQ:VINO)
Storico
Da Ago 2024 a Set 2024
Grafico Azioni Gaucho (NASDAQ:VINO)
Storico
Da Set 2023 a Set 2024