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:
April 18, 2024
Gaucho Group Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-40075 | | 52-2158952 |
State of Incorporation | | Commission File Number | | IRS Employer 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) |
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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 ☒
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On April 18, 2023, Gaucho Group Holdings, Inc. (the “Company,” “we,” “us” or “our”), received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC. The notification has no immediate effect on the Company’s Nasdaq listing and the Company’s Common Stock will continue to trade on Nasdaq under the ticker symbol “VINO.”
Nasdaq has provided the Company 60 days, or until June 17, 2024, to submit a plan to regain compliance with the Rule. The Company intends to submit its plan of compliance to Nasdaq on or before June 17, 2024. If Nasdaq accepts the plan, the Company may be granted an extension of up to 180 calendar days from the due date of the Form 10-K, or until October 14, 2024, to regain compliance with the Rule. In the event the plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.
The Company anticipates that it will file its 2023 Annual Report on or before April 29, 2024.
Item 8.01 Other Events.
On April 22, 2024, the Company issued a press release announcing its analysis of Argentina’s recent effort to become a global partner of NATO. The press release is furnished herewith as Exhibit 99.1 and is incorporated by reference.
On April 24, 2024, the Company issued a press release announcing receipt of the notice from Nasdaq. The press release is furnished herewith as Exhibit 99.2 and is incorporated 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 24th day of April 2024.
| | Gaucho Group Holdings, Inc. |
| | | |
| | By: | /s/ Scott L. Mathis |
| | | Scott L. Mathis, President & CEO |
