Current Report Filing (8-k)
February 16 2021 - 9:32AM
Edgar (US Regulatory)
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): February 10, 2021
EASTSIDE
DISTILLING, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38182
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20-3937596
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8911
NE Marx Dr, Suite A2,
Portland,
Oregon 97220
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (971) 888-4264
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:
[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.0001 par value
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EAST
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The
Nasdaq Stock Market LLC
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(Title of Each Class)
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(Trading Symbol)
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(Name of Each Exchange
on Which Registered)
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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 (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
January 8th, 2021, Eastside Distilling, Inc. (the “Eastside” or the “Company”) entered into an amendment
to that certain loan agreement (the “Loan Agreement”) between Eastside and its wholly-owned subsidiaries MotherLode
LLC, an Oregon limited liability company, Big Bottom Distilling, LLC, an Oregon limited liability company, Craft Canning + Bottling,
LLC, an Oregon limited liability company, Redneck Riviera Whiskey Co., LLC, a Tennessee limited liability company, and Outlandish
Beverages LLC, an Oregon limited liability company (collectively, the “Borrowers” and each a “Borrower”)
and Live Oak Banking Company, a North Carolina banking corporation (“Lender”) to extend the maturity date to April
13, 2021. [All other material terms of the Loan Agreement remain unchanged.]
Item
7.01 Regulation FD Disclosure.
On
February 16, 2021, Eastside issued a press release, the text of which is furnished as Exhibit 99.1 to this current report.
The
information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise
subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Unless expressly incorporated into a filing of Eastside under the Securities Act of 1933, as amended, or the Exchange Act, the
information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the
registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item
8.01 Other Events.
On
February 10th, 2021, the Company issued 1,200,000 shares of its common stock (the “Shares”) to certain affiliates
of Intersect Beverage, LLC, a California limited liability company (“Intersect”) pursuant to that certain Asset Purchase
Agreement dated September 12, 2019 by and between the Company and Intersect. The Shares constitute the “Fixed Shares”
due to Intersect pursuant to the Asset Purchase Agreement. By mutual agreement of the parties, the Company issued the Shares approximately
[45] days before the Shares were due to be issued pursuant to the Asset Purchase Agreement. The Company offered and sold the Shares
pursuant to an effective shelf registration statement on Form S-3, which was initially filed
with the Securities and Exchange Commission (the “SEC”) on August 17, 2018 and declared effective by the SEC on August
29, 2018 (File No. 333-226912), and the base prospectus dated as of August 17, 2018 contained therein. The Company will file a
prospectus supplement with the SEC in connection with the sale of the Shares.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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:
February 16, 2021
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EASTSIDE
DISTILLING, INC.
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By:
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/s/
Geoffrey Gwin
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Geoffrey Gwin
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Chief Financial
Officer
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