Item 3.02 Unregistered Sales of Equity Securities.
As reported on our Current Report on Form 8-K as filed with the Securities and
Exchange Commission on June 30, 2022, Gaucho Group Holdings, Inc. (the
"Company") issued a total of 26,278 of restricted stock units ("RSUs") subject
to vesting. A total of 13,139 vested on September 18, 2022, and on December 18,
2022, the remaining RSUs vested and the Company issued 13,020 shares of common
stock pursuant to the vesting provisions of the RSUs, of which, a total of
11,407 shares of common stock were issued to certain officers and directors of
the Company.
On December 24, 2022, the Board of Directors (the "Board") of the Company
approved the issuance of additional RSUs pursuant to the 2017 Equity Incentive
Plan (the "2017 Plan") effective December 31, 2022 subject to vesting,
representing 767,280 shares of common stock of the Company to certain employees,
contractors, consultants and advisors in exchange for services to the Company in
the fiscal year 2022. The RSUs will have a price per share equal to the closing
price of the shares of common stock on the Nasdaq as of December 30, 2022. A
third of the RSUs will vest on the date of grant, which is December 31, 2022.
Thereafter, one-third of the RSUs will vest on the first anniversary of the date
of grant, and the remaining one-third to vest on the second anniversary of the
date of grant.
For this sale of securities, no general solicitation was used, no commissions
were 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 any public offering. A Form D will be
filed with the SEC within 15 days of the issuance of the shares.
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.
A total of 212,780 RSUs were granted effective December 31, 2022 to the
Company's Chief Executive Officer and director, Scott L. Mathis and the
Company's Chief Financial Officer.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)© Edgar Online, source Glimpses
GAUCHO GROUP HOLDINGS, INC. 
