UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report:
March 31, 2016
Algodon Wines & Luxury Development Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-55209 | 52-2158952 |
| State of | Commission File | IRS Employer |
| Incorporation | Number | Identification No. |
135 Fifth Ave., 10th Floor
New York, NY 10010
Address of principal executive offices
212-739-7650
Telephone number, including
Area code
_____________________________
Former name or former address if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
| Item 3.02 | Unregistered Sales of Equity Securities. |
Between October 6, 2015 and March 31, 2016, Algodon Wines & Luxury Development Group, Inc. (the “Company”) issued 1,415,504 shares of its common stock at a price of $2.50 per share to accredited investors in a private placement transaction for gross proceeds of $3,538,760. Commissions in the form of cash of $353,876 and 141,550 warrants to purchase common stock at $2.50 per share were paid to DPEC Capital, Inc., the Company’s registered broker dealer subsidiary in connection with these share issuances. DPEC Capital, Inc., in turn, awarded such warrants to its registered representatives. The investors and registered representatives all had sufficient knowledge and experience in financial, investment and business matters to be capable of evaluating the merits and risks of investment in the Company and able to bear the risk of loss. For this sale of securities, the Company relied on the exemption from registration available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated under the Securities Act with respect to transactions by an issuer not involving any public offering. No general solicitation was used in this offering. A Form D was filed on October 8, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 1st day of April 2016.
| Algodon Wines & Luxury Development Group, Inc. | |||
| By: | /s/Scott L. Mathis | ||
| Scott L. Mathis, President & CEO | |||