Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The information set forth in Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.02.

The Company's Chief Executive Officer and director, Scott L. Mathis, the Company's Chief Financial Officer, Maria Echevarria, and certain of the Company's directors, Steven Moel, Peter Lawrence, and Reuben Cannon, each held options to purchase shares of GGI. As such, each of the foregoing officers and directors were issued shares of common stock of the Company as consideration for the cancellation of their outstanding options to purchase shares of common stock of GGI.




Item 8.01 Other Events.

As previously announced in the Company's Form 8-K filed June 17, 2022, on June 15, 2022, the Board approved the creation of a nominating committee of the Board (the "Nominating Committee") and appointed Reuben Cannon as Chairperson of the committee, with additional members Peter Lawrence and Marc Dumont.

On June 22, 2022, the Board approved and adopted a Charter of the Nominating and Corporate Governance Committee (the "Nominating Committee Charter") to govern its membership and purpose.

A copy of the Nominating Committee Charter is attached hereto as Exhibit 99.1 and is available on the Company's website at https://ir.gauchoholdings.com/corporate-governance/governance-documents.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Nominating Committee Charter adopted by the Board on June 22, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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