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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:
June
16, 2025
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. |
1111
Lincoln Road, Suite 500
Miami,
FL 33139
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) |
| |
|
|
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☐ |
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 |
| N/A |
|
|
|
|
Item
1.01 Entry into a Material Definitive Agreement.
As
previously reported on our Current Report on Form 8-K filed on February 20, 2024, Gaucho Group Holdings, Inc. (the “Company”)
commenced an action in the United States District Court for the District of Delaware through the filing of a complaint on February 16,
2024 against 3i, LP, 3i Management LLC, and Maier Joshua Tarlow (the “3i Parties”) regarding that certain Securities Purchase
Agreement, promissory note, and ancillary agreements (the “Securities Contracts”) with the 3i Parties (the “Delaware
Litigation”).
Also
as previously reported on our Current Report on Form 8-K filed on November 12, 2024, the Company filed a voluntary petition (the “Chapter
11 Reorganization”) in the United States Bankruptcy Court for the Southern District of Florida (the “Bankruptcy Court”)
seeking relief under Chapter 11 of Title 11 of the United States Code.
As
previously reported on our Current Report on Form 8-K filed on March 12, 2025, the Company and the 3i Parties (collectively, the “Parties”)
entered into a settlement term sheet (the “Settlement”) such that in exchange for the cancelation of the Securities Contracts,
dismissal of the Delaware Litigation and other related litigation, and a structured dismissal of the Chapter 11 Reorganization, the Company
will, among other items, pay a cash settlement of $5,500,000 to the 3i Parties over a period of 12 months, substantially secured by all
right, title and interest of the Algodon Mansion and/or the Company subsidiaries holding all right, title and interest in the Algodon
Mansion and associated intellectual property. Further, the Parties agreed to enter into a hotel management agreement for the Algodon
Mansion.
As
previously reported on our Current Report on Form 8-K filed on March 31, 2025, the Bankruptcy Court approved the Settlement on March
28, 2025.
On
June 9, 2025, the Parties effected the closing, and on June 16, 2025, the Bankruptcy Court dismissed the Chapter 11 Reorganization.
Item
1.03 Bankruptcy or Receivership.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Cautionary
Statements Regarding Forward-Looking Statements
This
Current Report on Form 8-K 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. The words “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “will,” “would” and similar
expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying
words. Forward-looking statements contained in this Current Report on Form 8-K include, but are not limited to, statements regarding
the process and potential outcomes of the Chapter 11 Reorganization, the Company’s ability to continue to operate as usual during
the Chapter 11 Reorganization, the Company’s ability to improve its cost structure, capital structure, and liquidity position,
and statements about the Company’s unaudited cash, cash equivalents and marketable securities. These statements are based on management’s
current expectations, and actual results and future events may differ materially due to risks and uncertainties, including, without limitation,
risks inherent in the bankruptcy process, including the outcome of the Chapter 11 Reorganization; the Company’s financial projections
and cost estimates; the Company’s ability to raise additional funds during the Chapter 11 Reorganization; the Company’s ability
to sell any of its assets; the impact of the Chapter 11 Reorganization on the listing of the Common Stock on the Nasdaq; and the effect
of the Chapter 11 Reorganization on the Company’s business prospects, financial results and business operations. These and other
factors that may affect the Company’s future business prospects, results and operations are identified and described in more detail
in the Company’s filings with the SEC, including the Company’s most recent Annual Report filed on Form 10-K and its subsequently
filed Quarterly Reports on Form 10-Q. The Company may not actually achieve the plans, intentions or expectations disclosed in its forward-looking
statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this Form 8-K.
Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements
to actual results, later events or circumstances or to reflect the occurrence of unanticipated events.
Cautionary
Statements Regarding Trading in the Company’s Securities
The
Company’s securityholders are cautioned that trading in the common stock during the pendency of the Chapter 11 Reorganization is
highly speculative and poses substantial risk. Trading prices for the common stock may bear little or no relationship to the actual recovery,
if any, by holders thereof in the Chapter 11 Reorganization. Accordingly, the Company urges extreme caution with respect to existing
and future investments in its common stock.
Item
7.01 Regulation FD Disclosure.
On
June 16, 2025, the Company sent out a press release announcing the Bankruptcy Court’s dismissal of the Chapter 11 Reorganization.
The
full text of the press release referenced herein is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
The
information in this Item 7.01 of the Form 8-K, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing made
by the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| 99.1 |
Press release dated June 16, 2025 |
| 104 |
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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 20th day of June 2025.
| |
Gaucho
Group Holdings, Inc. |
| |
|
|
| |
By:
|
/s/
Scott L. Mathis |
| |
|
Scott
L. Mathis, President & CEO |
