Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Section 3.02 of this Current Report on Form 8-K regarding the Convertible Promissory Note Offering is incorporated by reference into Section 2.03 of this Current Report on Form 8-K.

Item 3.02 Unrecorded Sales of Equity securities

As previously noted in our current reports on Forms 8-K filed with the
Security and Exchange Commission on October 4, 2022 and October 20, 2022the board of directors of Gaucho Group Holdings, Inc. (the “Company”) approved an offering of a series of 7% convertible promissory notes to qualified investors (the “Notes”) on October 4, 2022 and amended the offer on October 19, 2022.

On October 22, 2022the Board of Directors of the Company has approved the inclusion of a $0.20 floor price upon conversion of the Notes, as required by Nasdaq rules. Upon conversion, if any, the price per Unit will be based on a conversion price of the lesser of, but in no event less than $0.20: (i)
$0.21 per unit; and (ii) the three-day volume-weighted average (VWAP) closing price of the common shares of the Company from the date that is two days prior to the date of conversion. In the event of full subscription of the Bonds, conversion of the Bonds to $0.20and the exercise of all underlying warrants, the Company will raise up to $5,250,000. All other terms and conditions of the Notes remain the same.

Of the October 24, 2022the Company had issued convertible promissory notes in an aggregate principal amount of $889,000.

For this sale of securities, there will be no general solicitation and no commission will be paid, all purchasers must be accredited investors, and the Company is relying 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 a public offering. A Form D has been filed with the SECOND on October 19, 2022.

Item 9.01 Financial statements and supporting documents.



(d) Exhibits



4.1     Form of Amended and Restated Promissory Note
4.2     Form of Amended and Restated Warrant
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

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