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 28, 2023

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.)

2321 NE Argyle Street, Unit D

Portland, Oregon 97211

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (971) 888-4264

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 5.07. Submission of Matters to a Vote of Security Holders.

On December 28, 2023, Eastside held its Annual Meeting of Stockholders (the “Meeting”). The total number of shares of Eastside’s common stock voted in person or by proxy at the Meeting was 1,149,811, representing approximately 72.29% of the 1,590,427 shares outstanding and entitled to vote at the Meeting. The following matters were submitted to a vote of the shareholders, the results of which were as follows:

1. Election of Directors.

The following persons were elected as directors of Eastside by the votes cast as follows:

Nominee	Votes For		Votes Against		Votes Withheld		Broker Non-Votes
Elizabeth Levy-Navarro		639,263		198,456		12,272		299,820

Eric Finnsson		644,853		190,888		14,250		299,820

Robert Grammen		735,957		101,742		12,292		299,820

Stephanie Kilkenny		722,752		117,347		9,892		299,820

Geoffrey Gwin		805,738		24,233		20,020		299,820

2. Approval of Executive Compensation.

Advisory approval of the compensation of Eastside’s named executive officers passed with the following votes:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	709,442				135,951				4,598				299,820

3. Ratification of M&K CPAS, PLLC.

The proposal to ratify the appointment of M&K CPAS, PLLC as Eastside’s independent registered public accounting firm for fiscal year 2023 was approved per the votes cast as follows:

Votes For				Votes Against				Abstentions
	1,064,895				51,559				33,357

4. Approval of the Proposal to Increase the Number of Authorized Shares

The proposal to amend the Company’s Articles of Incorporation to increase the number of authorized shares of common stock to 6,000,000 was approved as follows:

Votes For				Votes Against				Abstentions				Broker Non-Votes
	804,394				42,089				3,508				299,820

5. Authorization to adjourn the Annual Meeting

The proxy holders were authorized to adjourn the Annual Meeting, if necessary, by the following vote:

Votes For				Votes Against				Abstentions
	1,087,197				57,409				5,205

An adjournment was not required.

Item 5.03 Amendments to Articles of Incorporation

On January 2, 2024, the Registrant filed with the Nevada Secretary of State a Certificate of Amendment of the Articles of Incorporation. The Certificate of Amendment increased the number of authorized shares of Common Stock from 1,750,000 to 6,000,000.

Item 9.01 Financial Statements and Exhibits

Exhibits

3-a		Certificate of Amendment of Articles of Incorporation filed on January 2, 2024.
104		Cover page interactive data file (embedded within the iXBRL document)

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: January 4, 2024

	EASTSIDE DISTILLING, INC.

	By:	/s/ Geoffrey Gwin
		Geoffrey Gwin
		Chief Executive Officer

Exhibit 3-a

Cover	Dec. 28, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 28, 2023
Current Fiscal Year End Date	--12-31
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	2321 NE Argyle Street
Entity Address, Address Line Two	Unit D
Entity Address, City or Town	Portland
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97211
City Area Code	(971)
Local Phone Number	888-4264
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