Eastside Distilling Signs Material Definitive Agreement
Ticker: BLNE · Form: 8-K · Filed: May 21, 2024 · CIK: 1534708
| Field | Detail |
|---|---|
| Company | Eastside Distilling, Inc. (BLNE) |
| Form Type | 8-K |
| Filed Date | May 21, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.0001, $1,100,000, $5.00, $500,000, $250,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing
TL;DR
Eastside Distilling signed a big deal on May 16th, filing an 8-K.
AI Summary
Eastside Distilling, Inc. entered into a Material Definitive Agreement on May 16, 2024. The filing also includes financial statements and exhibits related to this agreement. The company is incorporated in Nevada and its principal executive offices are located in Portland, Oregon.
Why It Matters
This filing indicates a significant new agreement for Eastside Distilling, which could impact its future operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, the specifics of which are not detailed in this initial filing.
Key Players & Entities
- Eastside Distilling, Inc. (company) — Registrant
- May 16, 2024 (date) — Date of earliest event reported
- Nevada (jurisdiction) — State of incorporation
- Portland, Oregon (location) — Address of principal executive offices
FAQ
What type of material definitive agreement did Eastside Distilling, Inc. enter into?
The filing states that an "Entry into a Material Definitive Agreement" is an item of information, but does not specify the nature of the agreement itself.
When was the earliest event reported in this 8-K filing?
The earliest event reported was on May 16, 2024.
Where are Eastside Distilling, Inc.'s principal executive offices located?
The principal executive offices are located at 2321 NE Argyle Street, Unit D, Portland, Oregon 97211.
What is the company's state of incorporation?
The company is incorporated in Nevada.
What is the SEC file number for Eastside Distilling, Inc.?
The SEC file number is 001-38182.
Filing Stats: 844 words · 3 min read · ~3 pages · Grade level 12.3 · Accepted 2024-05-21 16:19:28
Key Financial Figures
- $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value EAST The Nasdaq Stock Mar
- $1,100,000 — ibers" ) purchased from the Company for $1,100,000 cash promissory notes in the aggregate
- $5.00 — share of the Company's common stock for $5.00 exercisable for five years after Decemb
- $500,000 — rchase a "Kicker Note" in the amount of $500,000 for LDI or $250,000 for each of Bigger
- $250,000 — e" in the amount of $500,000 for LDI or $250,000 for each of Bigger and District 2 by su
Filing Documents
- form8-k.htm (8-K) — 38KB
- ex10-a.htm (EX-10.A) — 776KB
- 0001493152-24-020891.txt ( ) — 1124KB
- east-20240516.xsd (EX-101.SCH) — 3KB
- east-20240516_lab.xml (EX-101.LAB) — 33KB
- east-20240516_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 4KB
From the Filing
UNITED 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): May 16, 2024 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 1.01 Entry Into a Material Definitive Agreement On May 16, 2024, the Company entered into a Loan Agreement with The B.A.D. Company, LLC (the "SPV" ), Aegis Security Insurance Company ( "Aegis" ), Bigger Capital Fund, LP ( "Bigger" ), District 2 Capital Fund, LP ( "District 2" ) and LDI Investments, LLC ( "LDI" ). The SPV is a special purpose vehicle whose equity is shared 50% by Bigger and District 2 and 50% by Aegis and LDI. Pursuant to the Loan Agreement, on May 16, 2024 Bigger, District 2 and LDI (the "Subscribers" ) purchased from the Company for $1,100,000 cash promissory notes in the aggregate principal amount of $1,100,000 (the "2024 Secured Notes" ). The 2024 Secured Notes may be satisfied by payment of 105% of principal on or before July 31, 2024, by payment of 110% of principal on or before November 29, 2024, by payment of 130% of principal on or before March 30, 2025 or by payment of 140% of principal on March 31, 2025. With each 2024 Secured Note, the Company issued a Warrant to purchase a share of the Company's common stock for $5.00 exercisable for five years after December 2, 2024 if on November 29, 2024 the 2024 Secured Note issued to the Warrant-holder remains unsatisfied. LDI received a Warrant to purchase 598,021 shares and each of Bigger and District 2 received a Warrant to purchase 299,011 shares. The Loan Agreement provides that if the 2024 Secured Notes have not been satisfied by November 29, 2024, then until March 31, 2025 each of the Subscribers will have the right to purchase a "Kicker Note" in the amount of $500,000 for LDI or $250,000 for each of Bigger and District 2 by surrendering debt or equity instruments specified in the Loan Agreement. The Kicker Notes will not bear interest, and may be satisfied by payment of their principal amounts on or before March 31, 2026. The Company's obligations under the 2024 Secured Notes and the Kicker Notes (collectively, the "2024 Notes" ) are secured by the Company's pledge of its assets, subject to certain specified exceptions. In connection with the Loan Agreement, the Company, Aegis, Bigger and District 2 amended and restated the Intercreditor Agreement they had executed on September 29, 2023. In the Amended and Restated Intercreditor Agreement, Aegis, Bigger and District 2 subordinate their liens on any barrels of spirits owned by the Company, and the parties agree that the net proceeds of any sale of barrels will be paid to the Subscribers in satisfaction of the 2024 Notes. Commencing when all barrels have been sold, the lien of the Subscribers under the 2024 Notes will become pari passu with the senior lien on the remaining collateral. Item 9.01 Financial Statements and Exhibits Exhibits 10-a Loan Agreement dated May 15, 2024 among Eastside Distilling, Inc., The B.A.D. Company, LLC, Aegis Security Insurance Company, Bigger Capital Fund, LP, District 2 Capital Fund, LP and LDI Investments, LLC 104 Cover page interactive data file (embedded within the iXBRL document) SIGNATURE Pu