Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
December 19 2023 - 2:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
PROXY
STATEMENT PURSUANT TO SECTION 14(a)
OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. )
Check
the appropriate box:
☐ |
Preliminary
Proxy Statement |
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Confidential,
for use of the Commission only as permitted by Rule 14a-6(e)(2) |
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Definitive
Proxy Statement |
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Definitive
Additional Material |
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Solicitation
Material under §240.14a-12 |
GAUCHO
GROUP HOLDINGS, Inc.
(Name
of Registrant as Specified in Its Charter)
Payment
of filing fee (Check the appropriate box):
☒ |
No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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1) |
Title
of each class of securities to which transaction applies: |
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Aggregate
number of securities to which transaction applies: |
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) |
Proposed
maximum aggregate value of transaction: |
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5) |
Total
fee paid: |
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Fee
paid with preliminary materials. |
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, of the Form or Schedule and the date of its
filing. |
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Amount
Previously Paid: |
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Form,
Schedule or Registration Statement No.: |
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Gaucho
Group Holdings, INc. Announces the Postponement of its Special Stockholder MEeting
MIAMI,
FL / December 19, 2023 / Gaucho Group Holdings, Inc. (NASDAQ:VINO) has announced that its Special Meeting of Stockholders, scheduled
to be held at 12:00 p.m. Eastern Time on Thursday, December 28, 2023 (the “Stockholder Meeting”) has been postponed
and will now take place on Thursday, February 29, 2024. A formal notice setting forth the exact location and time of the rescheduled
meeting will be distributed to the stockholders of the Company in due course.
The
Board of Directors has determined it to be in the best interests of the stockholders to postpone the Stockholder Meeting to allow stockholders
sufficient time to review the following new proposal to be considered at the Stockholder Meeting:
To
approve for purposes of complying with Nasdaq Listing Rule 5635(d), the full issuance and exercise of shares of our common stock to be
issued pursuant to that certain Securities Purchase Agreement, dated February 21, 2023 (the “Purchase Agreement”), that certain
senior secured convertible promissory note dated February 21, 2023 (the “Note”), that certain common stock purchase warrant
dated February 21, 2023 (the “Warrants”), and that certain Registration Rights Agreement, dated February 21, 2023 (the “Registration
Rights Agreement”) by and between the Company and an institutional investor.
The
record date for the postponed Stockholder Meeting will be changed. Amended proxy materials will be filed with the Securities and Exchange
Commission prior to the rescheduled Stockholder Meeting. The amended proxy materials and a new proxy card will be distributed to the
stockholders by the Company in advance of the rescheduled meeting date.
About
Gaucho Group Holdings, Inc.
For
more than ten years, Gaucho Group Holdings, Inc.’s (gauchoholdings.com) mission has been to source and develop opportunities
in Argentina’s undervalued luxury real estate and consumer marketplace. Our company has positioned itself to take advantage of
the continued and fast growth of global e-commerce across multiple market sectors, with the goal of becoming a leader in diversified
luxury goods and experiences in sought after lifestyle industries and retail landscapes. With a concentration on fine wines (algodonfinewines.com & algodonwines.com.ar),
hospitality (algodonhotels.com), and luxury real estate (algodonwineestates.com) associated with our proprietary Algodon
brand, as well as the leather goods, ready-to-wear and accessories of the fashion brand Gaucho – Buenos Aires™ (gaucho.com),
these are the luxury brands in which Argentina finds its contemporary expression.
Cautionary
Note Regarding Forward-Looking Statements
The
information discussed in this press release 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. All statements, other than statements of historical facts,
included herein concerning, among other things, changes to exchange rates and their impact on the Company, planned capital expenditures,
future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other
plans and objectives for future operations, are forward looking statements. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties and are not (and should not be
considered to be) guarantees of future performance. Refer to our risk factors set forth in our reports filed on Edgar. The Company disclaims
any obligation to update any forward-looking statement made here.
Media
Relations:
Gaucho
Group Holdings, Inc.
Rick
Stear
Director
of Marketing
212.739.7669
rstear@gauchoholdings.com
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