Item
1.01. Entry into a Material Definitive Agreement.
On
August 10, 2017, Eastside Distilling, Inc. (the “Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Roth Capital Partners, LLC, as representative, joint lead underwriter and joint
bookrunner (the “Representative”), and Aegis Capital Corp., as joint lead underwriter and joint bookrunner, and
with the other underwriters (the “Underwriters”) named therein, relating to a firm commitment underwritten public
offering of 1,200,000 units (the “Units”), each Unit consisting of one share of the Company’s common stock
(the “Common Stock”) and warrants to purchase one share of Common Stock (the “Warrants”). The Units
will be sold at a price equal to $4.50 per Unit. Each Warrant is exercisable to purchase one share of Common Stock at an
exercise price of $5.40 per share (120% of the public offering price of the Units). The Warrants will be exercisable at any
time from the date of issuance through August 10, 2022, unless earlier redeemed. Beginning 90 days after the date of the
Underwriting Agreement, the Warrants will be redeemable at the Company’s option, in whole or in part, at a redemption
price equal to $0.15 per Warrant upon 30 days’ prior written notice, at any time after the date on which the closing
price of the Company’s Common Stock has equaled or exceeded $7.65 per share (170% of the public offering price of the
Units) for at least five consecutive trading days. The Company also granted the Underwriters a 45-day option to purchase up
to an additional 180,000 shares of Common Stock at a price of $4.49 per share, less the underwriting discounts and
commissions, and 180,000 Warrants at a price of $0.01 per Warrant, to cover over-allotments, if any.
Roth
Capital Partners and Aegis Capital Corp. are acting as joint lead underwriters and joint bookrunners for the offering, which is
a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 (File No. 333- 215848) and a related
prospectus filed with the Securities and Exchange Commission, which became effective on August 9, 2017.
Pursuant
to the Underwriting Agreement, the Company will pay the Underwriters a commission equal to 7.0% of the gross proceeds of the offering
and will also issue the Representative a warrant (the “Representative’s Warrant”) to purchase an aggregate of
120,000 Units, with an exercise price of $5.40 per Unit, which is equal to 120% of the public offering price per Unit. The Representative’s
Warrant will will be exercisable at any time, and from time to time, in whole or in part, during the four-year period commencing
on August 10, 2018.
The
Underwriting Agreement contains customary representations, warranties and agreements by the Company, and customary conditions
to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act
of 1933, as amended, other obligations of the parties, and termination provisions.
In
connection with the offering, the Company also entered into a warrant agent agreement (the “Warrant Agreement”) dated
August 10, 2017 with Pacific Stock Transfer Company (“Pacific Stock”) for Pacific Stock to act as warrant agent for
the Warrants. The form of Warrant Certificate representing the Warrants is included as Exhibit A to the Warrant Agreement.
A
copy of the Underwriting Agreement is attached as Exhibit 1.1 and is incorporated herein by reference. The foregoing description
of the Underwriting Agreement is not complete and is qualified in its entirety by reference to Exhibit 1.1. The prospectus relating
to the offering has been filed with the Securities and Exchange Commission.
Copies
of the Warrant Agreement, the form of Warrant Certificate and the form of Underwriters’ Warrant are filed hereto as Exhibit
4.1, Exhibit 4.2 and Exhibit 4.3, respectively. The foregoing descriptions of the Warrant Agreement, Warrant Certificate and Underwriters’
Warrant are not complete and are qualified in their entirety by reference to Exhibit 4.1, Exhibit 4.2 and Exhibit 4.3, respectively.