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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): April 18, 2022

 

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 2.03 Creation of a Direct Financial Obligation

 

On March 21, 2022 Eastside entered into a Secured Line of Credit Promissory Note (the “Note”) with TQLA, LLC, a California limited liability company, pursuant to which TQLA loaned two million dollars ($2,000,000) to Eastside on that same date. The Note provided Eastside a conditional right to borrow an additional one million dollars from TQLA at any time prior to the maturity date of the Note. On April 19, 2022 Eastside borrowed the additional one million dollars, thus increasing the principal amount of the Note to $3,000,000.

 

The controlling owners of TQLA, LLC are Stephanie Kilkenny, who is a member of the Board of Directors of Eastside, and her husband.

 

Item 5.02 Departure of Directors

 

On April 18, 2022, Geoffrey Gwin resigned from his position as a member of the Board of Directors of Eastside Distilling, Inc. (“Eastside”). Mr. Gwin will continue to serve Eastside as Interim Chief Executive Officer and as Chief Financial Officer.

 

Item 9.01 Financial Statements and Exhibits

 

Exhibits

 

10.1 Secured Line of Credit Promissory Note dated March 21, 2022 issued by Eastside Distilling, Inc. to TQLA, LLC – filed as an exhibit to the Current Report on Form 8-K filed on March 24, 2022
   
10.2 Secured Guaranty dated March 21, 2022 given by Craft Canning + Bottling, LLC to TQLA, LLC – filed as an exhibit to the Current Report on Form 8-K filed on March 24, 2022
   
10.3 Common Stock Purchase Warrant issued by Eastside Distilling, Inc. to TQLA, LLC on March 21, 2022 – filed as an exhibit to the Current Report on Form 8-K filed on March 24, 2022
   
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: April 21, 2022

 

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

 

 

 

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