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:
December 3, 2019
Gaucho Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 0-55209 | | 52-2158952 |
| State of | | Commission | | IRS Employer |
| Incorporation | | File Number | | Identification No. |
135 Fifth Ave., 10th Floor
New York, NY 10010
Address of principal executive offices
212-739-7650
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) |
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| | [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| | [ ] | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| | [ ] | 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 [X]
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. [X]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| N/A | | | | |
Item 3.03 Material Modification to Rights of Security Holders.
As previously reported, on February 28, 2017, Gaucho Group Holdings, Inc. (the “Company”) filed a Certificate of Designation of the Series B Convertible Preferred Stock designating 902,670 shares of preferred stock of the Company, par value $0.01 as Series B Convertible Preferred Stock (the “Series B Shares”). Among the other rights and preferences of the holders of Series B Shares, if such Series B Shares had not been previously converted into common stock, the holders were entitled to convert their Series B Shares to common stock up until the date that was two years following the termination of any offering of the Series B Shares, at which time the Company would redeem all then-outstanding Series B Shares. Also as previously reported, the termination date of the offering of the Series B Shares was December 4, 2017.
On December 3, 2019, the Board approved the Amendment to the Certificate of Designation of the Series B Convertible Preferred Stock (the “Series B Amendment”) which extends the period in which holders of the Series B Shares may voluntarily elect to convert such shares into shares of common stock of the Company to January 31, 2020. In addition, the Series B Amendment extends the date upon which the Company shall redeem all then-outstanding Series B Shares and all unpaid accrued and accumulated dividends to January 31, 2020.
The Series B Amendment was filed with the Secretary of State of the State of Delaware on December 3, 2019.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
See item 3.03 above.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 3, 2019, stockholders holding a majority of the Series B Shares approved the Series B Amendment by written consent pursuant to the Company’s bylaws and the Delaware General Corporation Law.
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 4th day of December 2019.
| | Gaucho Group Holdings, Inc. |
| | |
| | By: | /s/ Scott L. Mathis |
| | | Scott L. Mathis, President & CEO |
