GAUCHO GROUP HOLDINGS, INC. : Unregistered Sale of Equity Securities, Change of Directors or Principal Officers, Submission of Questions to a Vote of Security Holders, Disclosure of Regulation FD, Financial Statements and Exhibits (Form 8-K)

Item 3.02 Unregistered Sale of Equity securities

Conversion of promissory notes issued under a private placement

Of July 13, 2022 through August 30, 2022the Company has issued convertible promissory notes to certain investors (the “Investor Notes”) for an aggregate amount of $1,531,500. Pursuant to the terms of the Investor Notes, if shareholders approve for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of up to 15,000,000 common shares of the Company upon conversion of the Investor Notes, without giving effect to the Nasdaq 20% Rule, the Investor Notes shall be automatically converted into units consisting of one common share and one warrant for purchase one common share at a price equal to the lesser of (a) $0.55 per Unit or (b) the three-day volume-weighted average closing price (“VWAP”) of the Company’s common stock as of the date that is two days prior to shareholder approval of such conversion upon of the 2022 annual meeting of shareholders.

At the annual meeting of shareholders held on August 30, 2022the Company has obtained the required shareholder approval, and the Investor Notes consisting of
$1,531,500 and $8,099 interest, were automatically converted into a total of 4,920,172 shares on the basis of a conversion price of $0.3182 – the three-day VWAP of the common shares of the Company commencing on the date which is two days prior to the shareholders’ approval of such conversion at the 2022 annual meeting of shareholders. Each warrant issued upon conversion of the Investor Notes may be exercised at the price of $0.3182. For this sale of securities, no general solicitation was used, no commission was paid, all persons were accredited investors and the Company relied 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 a public offering. A Form D will be filed with the SECOND within 15 days of the conversion of the Investor’s Notes.

See item 5.07 for more information regarding shareholder approval of the issue of shares upon conversion of investor notes at the annual meeting of shareholders of Gaucho Group Holdings, Inc. (the “Company”) held on
August 30, 2022.

Remuneration of non-executive directors

On August 30, 2022, Gaucho Group Holdings, Inc. (the “Company”), issued a total of 30,810 shares to $0.807 per action to Dr. Steven Moel and Mrs. Edie Rodriguez in compensation for services as members of the Company’s Board of Directors (the “Board”) for the second half of 2022. On August 11, 2022the Company has issued Restricted Share Units (“RSUs”) to all non-executive directors as compensation for their services as members of the Advice for the second half of 2022. The earliest vested PSUs in December 31, 2022 or in proportion to the termination of the duties of director. At the annual meeting of shareholders of the Company held on
August 30, 2022, At Dr. Moel’s and At Mrs. Rodriguez’s terms expired and neither was re-elected. Therefore, At Dr. Moel’s and At Mrs. Rodriguez’s terms of office of directors ended as of August 30, 2022and their RSUs vested pro rata from that date.

For this sale of securities, no general solicitation was used, no commission was paid, all persons were accredited investors and the Company relied 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 a public offering.

See Section 5.02 for further information regarding the departure of certain directors.

Article 5.02 Departure of directors or certain officers; Election of directors; Appointment of certain leaders; Compensatory provisions of certain executives.

At a meeting of the Board of Directors of the Company on July 1, 2022, the Board of Directors, on the recommendation of the Nominating Committee, voted to reduce the number of members of the Board of Directors from seven to five directors. Due to this decrease, only two of the four Class I director mandates will continue after the expiration of the current mandate at the annual meeting of shareholders held on August 30, 2022. As of the adjournment of the annual meeting of shareholders held on August 30, 2022the board of directors is made up of five directors – Mr. Reuben Canon (Class I Principal), Mr. Marc Dumont (Class I Administrator), Mr. Peter Lawrence (class II administrator), Mr. Scott Mathis (class II administrator), Mr. Bill Allen (Class III Director).

See item 5.07 for more information regarding the election of directors and the approval of the amendment to the company’s 2018 stock incentive plan at the annual meeting of shareholders of Gaucho Group Holdings, Inc. (the “Company”) held on August 30, 2022.

Section 5.07 Submission of Matters to a Vote of Securityholders.

The Company has convened its 2022 Annual Meeting of Shareholders (the “Meeting”) virtually on August 30, 2022 at 12:00 p.m. Eastern Time. The quorum was reached for the Assembly.

At the Meeting, six proposals were submitted for shareholder approval, as set forth in the definitive 2022 proxy circular as filed with the SECOND on July 21, 2022. On the date of registration, July 7, 2022, a total of 17,256,335 common shares of the Company were issued and a total of 17,252,966 common shares were outstanding and entitled to vote. The registered holders of 11,032,636 common shares were present in person or represented by proxy at the said meeting for a total of 11,032,636 votes represented at the meeting. This amount represented 63.95% of the shares entitled to vote at this meeting.

During the Meeting, the shareholders approved the six proposals submitted. Votes on the proposals were cast as shown below:


  1. Proposal No. 1 - Election of directors. The stockholders elected the director
     nominees presented to the stockholders - Reuben Cannon and Marc Dumont - to
     serve a three-year term as Class I directors until their successors are
     elected and qualified.




                                                          WITHHOLD
                                       Shares           Authority To         Broker Non-
              Name                      FOR                 Vote                Vote
Class I Director - Reuben Cannon      7,741,912             529,718            2,761,006
 Class I Director - Marc Dumont       7,773,690             497,940            2,761,006




2. Proposal no. 2 – Share consolidation. Shareholders approved the allocation to

     the Board of Directors of discretion on or before June 30, 2023, to implement
     a reverse stock split of the outstanding shares of common stock in a range of
     one-for-two up to one-for-twenty.




                Shares
Shares FOR      AGAINST      ABSTAIN
10,353,494       663,431       15,711




  3. Proposal No. 3 - Amendment of 2018 Equity Incentive Plan. The stockholders
     approved the amendment to the 2018 Equity Incentive Plan thereby increasing
     the number of shares available for awards under the plan to 25% of our common
     stock outstanding on a fully diluted basis as of the date of stockholder
     approval.




                 Shares                     Broker Non-
Shares FOR       AGAINST       ABSTAIN          Vote
7,247,903        1,018,688        5,039        2,761,006












  4. Proposal No. 4 - Issuance of Shares upon Conversion of Private Placement
     Notes. The stockholders approved the issuance of up to 15,000,000 shares of
     our common stock upon the conversion of convertible promissory notes issued
     in a private placement.




                Shares                    Broker Non-
Shares FOR      AGAINST      ABSTAIN          Vote
7,663,205        561,505       46,920        2,761,006




  5. Proposal No. 5 - Issuance of Shares upon Conversion of Convertible Promissory
     Notes. The stockholders approved the issuance of up to 10,000,000 shares of
     our common stock pursuant to that certain Securities Purchase Agreement dated
     November 3, 2021.




                Shares                    Broker Non-
Shares FOR      AGAINST      ABSTAIN          Vote
7,660,187        546,307       65,136        2,761,006




  6. Proposal No. 6 - Approval of Auditor. The stockholders ratified and approved
     Marcum, LLP as the Company's independent registered accounting firm for the
     year ended December 31, 2022.




                Shares
Shares FOR      AGAINST      ABSTAIN
10,779,193       232,536       20,907


Section 7.01 Disclosure of FD Rules.

For a recording of the 2022 annual meeting of shareholders that includes remarks from the company’s president and CEO, Scott Mathisplease see: https://www.cstproxy.com/gauchogroupholdings/2022.

Item 9.01 Financial statements and supporting documents


(d) Exhibits



Exhibit Number   Description
104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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