Current Report Filing (8-k)
August 02 2017 - 4:40PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
July 27, 2017
EASTSIDE
DISTILLING, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
(State
or Other Jurisdiction of Incorporation)
000-54959
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20-3937596
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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2150
SE Hanna Harvester Drive
Portland,
OR
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97222
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(Registrant’s
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 (
see
General Instruction A.2. below):
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company [X]
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. [ ]
THE
ISSUER HAS FILED A REGISTRATION STATEMENT (INCLUDING A PRELIMINARY PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
“COMMISSION”) FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU INVEST, YOU SHOULD READ THE PRELIMINARY
PROSPECTUS IN THAT REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER HAS FILED WITH THE COMMISSION FOR MORE COMPLETE INFORMATION
ABOUT THE ISSUER AND THIS OFFERING. YOU MAY GET THESE DOCUMENTS FOR FREE BY VISITING EDGAR ON THE COMMISSION WEB SITE AT
WWW.SEC.GOV OR BY CLICKING ON THE FOLLOWING LINK:
https://www.sec.gov/Archives/edgar/data/1534708/000149315217008257/forms-1a.htm
.
ALTERNATIVELY, THE ISSUER, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE OFFERING WILL ARRANGE TO SEND TO YOU THE PRELIMINARY
PROSPECTUS IF YOU REQUEST IT BY CONTACTING
Roth Capital Partners, LLC by mail at 888 San
Clemente Drive, Suite 400, Newport Beach, CA 92660, Attn: Syndicate Department, by telephone at (800) 678-9147, or by email at
rothecm@roth.com
; or Aegis Capital Corp. at 810 Seventh Avenue, 18th Floor, New York, New York 10019, by telephone at (212)
813-1010, or by email at
prospectus@aegiscap.com
.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 27, 2017, the board of directors (the “Board”) of Eastside Distilling, Inc. (the “Company”)
nominated
Shelly A. Saunders to the Board to fill an existing vacancy on the Board, which appointment shall be effective and conditioned
upon completion of the Company’s proposed unit offering and listing on the NASDAQ Capital Market, as set forth in Amendment
No. 4 to the Registration Statement on Form S-1
(File No. 333-215848)
filed by the
Company with the Commission on July 31, 2017. Ms. Saunders will serve on the Company’s audit committee effective upon her
appointment to the Board.
Since
March 2015, Ms. Saunders has served as a consultant for Resources Global Professionals, a consulting firm serving global corporations.
From June 2013 to January 2015, Ms. Saunders served as Vice President Finance and Country CFO for Campari Canada, a wholly-owned
subsidiary of Davide Campari-Milano. From July 2009 to May 2013, Ms. Saunders served as Vice President Finance for Campari America/SKYY
Spirits, a wholly-owned subsidiary of Davide Campari-Milano. Prior to joining Campari America, Ms. Saunders was a consultant for
Resources Global Professionals, a Director Finance for Mervyns, and a Vice President Finance and Treasurer for Organic, Inc.,
among other positions. Ms. Saunders received a B.A. in Economics from Stanford University and an MBA from University of California,
Berkeley.
Because
of her prior service as a finance professional for one of the largest global spirits companies and her extensive experience and
knowledge of, and contacts within, the spirits industry, the Company believes Ms. Saunders will be a valuable member of the Board
and is well qualified to serve on the Board and audit committee of the Board.
The
Board has determined that Ms. Saunders is independent within the meaning of NASDAQ listing standards and the standards of the
Commission. Also,
the Board has designated
Ms. Saunders as an “audit committee financial expert” as the term is defined under Commission regulations and
has determined that Ms. Saunders possesses the requisite “financial sophistication” under applicable NASDAQ rules
to serve on the audit committee.
Ms.
Saunders will be eligible to receive compensation for service to the Board and committees of the Board in accordance with any
future non-employee director compensation policies adopted by the Company.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
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EASTSIDE
DISTILLING, INC.
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By:
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/s/
Grover T. Wickersham
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Grover
T. Wickersham
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Chief
Executive Officer and Chairman of the Board
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Date:
August 2, 2017
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