UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| The
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| (Title of Each Class) | (Trading Symbol) | (Name of Each Exchange on Which Registered) |
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 (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
Emerging
growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry Into a Material Definitive Agreement
The disclosure set forth in Items 3.02 and 5.03 are incorporated into this Item 1.01 by reference.
Item 3.02. Recent Sales of Unregistered Securities
From December 3 to December 4, 2024, Eastside Distilling, Inc. (“Eastside” or the “Company”) entered into a Securities Purchase Agreement with two accredited investors pursuant to which the Company sold units comprised of a total of 215,686 shares of a newly designated Series G Convertible Preferred Stock (“Series G”) and five-year Warrants to purchase a total of 107,843 shares of the Company’s Common Stock for total gross proceeds of $110,000. The offers and sales described above are part of the Company’s offering of up to a total of 5,956,467 shares of Series G and Warrants to purchase up to 2,978,234 shares of Common Stock for total gross proceeds of up to $3,037,800. Since the offering of Series G shares and Warrants commenced on November 26, 2024, the Company has sold a total of 1,382,353 shares of Series G and Warrants to purchase 691,176 shares of Common Stock for total gross proceeds of $705,000. The Company intends to use the net proceeds, after deducting offering expenses and related costs, for working capital and general corporate purposes.
In connection with the foregoing, the Company entered into a registration rights agreement with the investors. The terms of the SPA, Series G, Warrants, and related Registration Rights Agreement were previously disclosed in the Current Report on Form 8-K filed on December 3, 2024.
The offer and sale of the units were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.
The foregoing description of the terms of the Series G, the Warrants, the SPA, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the Series G, the form of Warrant, the form of SPA, and the form of Registration Rights Agreement, copies of which are filed or incorporated by reference as Exhibits 3(a)(1), 3(a)(2), 4(a), 10(a) and 10(b), respectively, to the Form 8-K filed on December 3, 2024 and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3(a)(1) | Certificate of Designation of Series G Preferred Stock, filed on November 26, 2024 | 8-K | 12/3/2024 | 3(a)(1) | ||||||
| 3(a)(2) | Certificate of Correction of Series G Preferred Stock, filed on December 2, 2024 | 8-K | 12/3/2024 | 3(a)(2) | ||||||
| 4(a) | Form of Warrant | 8-K | 12/3/2024 | 4(a) | ||||||
| 10(a) | Form of Securities Purchase Agreement* | 8-K | 12/3/2024 | 10(a) | ||||||
| 10(b) | Form of Registration Rights Agreement* | 8-K | 12/3/2024 | 10(b) | ||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 9, 2024
| EASTSIDE DISTILLING, INC. | ||
| By: | /s/ Geoffrey Gwin | |
| Geoffrey Gwin | ||
| Chief Executive Officer | ||
| 3 |
Cover |
Dec. 03, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Dec. 03, 2024 |
| Entity File Number | 001-38182 |
| Entity Registrant Name | EASTSIDE DISTILLING, INC. |
| Entity Central Index Key | 0001534708 |
| Entity Tax Identification Number | 20-3937596 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 755 Main Street |
| Entity Address, Address Line Two | Building 4 |
| Entity Address, Address Line Three | Suite 3 |
| Entity Address, City or Town | Monroe |
| Entity Address, State or Province | CT |
| Entity Address, Postal Zip Code | 06468 |
| City Area Code | (484) |
| Local Phone Number | 800-9154 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Trading Symbol | EAST |
| Security Exchange Name | NASDAQ |
| Title of 12(g) Security | Common Stock, $0.0001 par value |
| Entity Emerging Growth Company | false |
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