Item 1.01 Entry into a Material Definitive Agreement
As previously reported on our Current Report on Form 8-K filed on
On
The Warrants are immediately exercisable and may be exercised at any time, and from time to time, on or before the second anniversary of the date of issuance. The Warrants include a "blocker" provision that, subject to certain exceptions described in the Warrants, prevents the Investors from exercising the Warrants to the extent such exercise would result in the Investors together with certain affiliates beneficially owning in excess of 4.99% of the Common Stock outstanding immediately after giving effect to such exercise.
The foregoing descriptions of the Exchange Agreement and the Warrants are summaries only, do not purport to be complete and are qualified in their entirety by the full text of these documents, copies of which are attached as Exhibits 10.1, 4.1, and 4.2, and incorporated herein by reference.
The representations, warranties and covenants contained in the agreements described in Item 1.01 of this Current Report on Form 8-K are not intended to be a source of factual, business or operational information about the Company; were made only for purposes of such agreements and as of specific dates; were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the parties, including being qualified by disclosures for the purpose of allocating contractual risk between the parties instead of establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or security holders. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Exchange Agreement and Warrants is incorporated by reference into Item 2.03 of this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Exchange Agreement and Warrants is incorporated by reference into Item 3.02 of this Current Report on Form 8-K.
The Exchange and issuance of Warrant Shares upon exercise is being made in reliance upon the exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits 4.1 Form of Warrant 10.1 Exchange Agreement, dated as ofFebruary 20, 2023 , by and amongGaucho Group Holdings, Inc. and the subscribers listed therein 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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