Item 3.02 Unregistered Sales of Equity Securities

This Current Report on Form 8-K/A of Gaucho Group Holdings, Inc. (the "Company") amends the Company's Current Report on Form 8-K dated June 7, 2022 and filed with the Securities and Exchange Commission on June 17, 2022 (the "Original Filing") to correct certain Form 8-K items under which certain events were disclosed.

The Original Filing announced, under Item 3.02 Unregistered Sales of Equity Securities, the issuance of 650,562 shares at $0.807 per share to the non-executive directors of the Company as compensation for service as members of the Board of Directors of the Company for 2021 and the first half of 2022, however, disclosure under Item 3.02 was not required because the common stock issued, in the aggregate since the Company's last report filed under Item 3.02, constituted less than 5% of the number of outstanding shares of common stock of the Company. Disclosure of the issuance of 650,562 shares of common stock upon the vesting of restricted stock units is removed from Item 3.02 and now disclosed under Item 8.01 Other Events.




Item 8.01 Other Events.

On June 7, 2022, Gaucho Group Holdings, Inc. (the "Company"), issued a total of 650,562 shares at $0.807 per share to the non-executive directors of the Company as compensation for service as members of the Board of Directors of the Company for 2021 and the first half of 2022. 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.

Except as described herein, no other changes have been made to our Current Report on Form 8-K filed on June 17, 2022.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits

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