Form 8-K - Current report

 

 

 

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 (Date of earliest event reported): December 19, 2024

 

EASTSIDE DISTILLING, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-38182		20-3937596
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

755 Main Street, Building 4, Suite 3

Monroe, Connecticut 06468

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Securities registered pursuant to Section 12(b) of the Act:

 

Common Stock, $0.0001 par value		EAST		The Nasdaq Stock Market LLC
(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

 

On December 19, 2024, Nick Liuzza, Jr. purchased $500,000 of units comprised of a total of 980,392 shares of Series G Convertible Preferred Stock (“Series G”) and 490,196 Warrants to purchase shares of Common Stock of Eastside Distilling, Inc. (“Eastside” or the “Company”) on the same terms as all other investors. Mr. Liuzza is the Chief Executive Officer of Beeline Financial Holdings, Inc., a subsidiary of the Company. and a principal holder of the Company’s Series F and Series F-1 Convertible Preferred Stock,

 

Mr. Joseph D. Freedman, a director of the Company, had earlier purchased $121,593 of units comprised of a total of 238,418 shares of Series G and 119,209 Warrants on the same terms as all other investors. Mr. Freedman’s purchase was reported as part of a Current Report on Form 8-K filed on December 13, 2024.

 

Item 3.02. Recent Sales of Unregistered Securities

 

The disclosure set forth in Item 1.01 is incorporated into this Item 3.02 by reference.

 

On December 19, 2024, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold units comprised of a total of 1,080,392 shares of a newly designated Series G Convertible Preferred Stock (“Series G”) and five-year Warrants to purchase a total of 540,196 shares of the Company’s Common Stock for total gross proceeds of $551,000. Included in these sales is the purchase by Nick Liuzza referred to above.

 

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 to accredited investors a total of 3,252,144 shares of Series G and Warrants to purchase 1,626,071 shares of Common Stock for total gross proceeds of $1,658,593. 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 Securities Purchase Agreement and Registration Rights Agreement with the investors. The terms of the Securities Purchase Agreement, 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 Securities Purchase Agreement, 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 Securities Purchase Agreement, 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.

 

1

 

 

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.

 

2

 

 

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 19, 2024

 

	EASTSIDE DISTILLING, INC.
	By:	/s/ Geoffrey Gwin
		Geoffrey Gwin
		Chief Executive Officer

 

3

 

 

Cover	Dec. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 19, 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	(458)
Local Phone Number	800-9154
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	EAST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---