Eastside Distilling Enters Material Definitive Agreement

TL;DR

Eastside Distilling just signed a big deal, details TBD.

AI Summary

On September 4, 2024, Eastside Distilling, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company, incorporated in Nevada, operates in the beverages sector and is headquartered in Portland, Oregon.

Why It Matters

This filing indicates a significant new contract or partnership for Eastside Distilling, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, but the specific terms and implications are not yet detailed, creating uncertainty.

Key Players & Entities

• Eastside Distilling, Inc. (company) — Registrant
• Nevada (jurisdiction) — State of incorporation
• Portland, Oregon (location) — Principal executive offices
• September 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value EAST The Nasdaq Stock Mar
• $3,000,000 — ities offering for proceeds of at least $3,000,000 from which at least $2,000,000 will be
• $2,000,000 — at least $3,000,000 from which at least $2,000,000 will be advanced to Beeline, and negoti
• $3,006,987 — es in the aggregate principal amount of $3,006,987 and will surrender secured promissory n
• $474,645 — es in the aggregate principal amount of $474,645; District 2 will surrender unsecured
• $4,510,480 — es in the aggregate principal amount of $4,510,480 and will surrender secured promissory n
• $550,000 — missory note in the principal amount of $550,000; Aegis will surrender a secured promi
• $2,638,291 — missory note in the principal amount of $2,638,291; Esping will surrender an unsecured p
• $228,174 — missory note in the principal amount of $228,174; WPE will surrender an unsecured prom
• $257,970 — missory note in the principal amount of $257,970; Grammen will surrender an unsecured
• $91,740 — missory note in the principal amount of $91,740; and Each of the Investors will relea
• $10.00 — Each share will have a stated value of $10.00. The holder of Series D Preferred Stock
• $1.80 — he initial Series D Conversion Price is $1.80 per common share, which is subject to e

Filing Documents

• form8-k.htm (8-K) — 60KB
• ex10-a.htm (EX-10.A) — 476KB
• ex10-b.htm (EX-10.B) — 335KB
• ex99.htm (EX-99) — 9KB
• ex10-b_001.jpg (GRAPHIC) — 3472KB
• 0001493152-24-035084.txt ( ) — 5958KB
• east-20240904.xsd (EX-101.SCH) — 3KB
• east-20240904_lab.xml (EX-101.LAB) — 33KB
• east-20240904_pre.xml (EX-101.PRE) — 24KB
• 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): September 4, 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: Merger Agreement On September 4, 2024, Eastside Distilling, Inc. ( "Eastside") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement" ) with East Acquisition Inc. ( "Merger Sub" ) and Beeline Financial Holdings, Inc. ( "Beeline" ). Beeline is a privately-held mortgage technology company that operates an end-to-end, all-digital, AI-enhanced platform for homeowners and property investors. The Merger Agreement contemplates that at a closing on a future date (the "Merger Closing" ) Beeline will be merged into Merger Sub and become a wholly-owned subsidiary of Eastside. Among the conditions that must be satisfied before the Merger Closing can occur are: approval of the Merger by the stockholders of Beeline, execution and closing of the Debt Exchange Agreement described below, conversion of outstanding Beeline debentures into Beeline common stock, completion by Eastside of a private securities offering for proceeds of at least $3,000,000 from which at least $2,000,000 will be advanced to Beeline, and negotiation of an amendment to Eastside's employment agreement with Geoffrey Gwin, its CEO. At the Merger Closing, the capital stock of Beeline will be converted into common stock and convertible preferred stock of Eastside that will equal on a fully-diluted basis 82.5% of the post-merger capital stock of Eastside (excluding from calculation of capital stock of Eastside the Series E Preferred Stock described below). Item 1.01 Entry into a Material Definitive Agreement: Debt Exchange Agreement On September 4, 2024, Eastside and its subsidiary, Craft Canning & Bottling, LLC ( "Craft") entered into a Debt Exchange Agreement (the "Debt 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" ), LDI Investments, LLC ( "LDI" ), William Esping (( "Esping" ), WPE Kids Partners ( "WPE" ) and Robert Grammen ( "Grammen" ). The eight parties to the Debt Agreement with Eastside and Craft are referred to in this Report collectively as the "Investors" . The SPV is a special purpose vehicle whose equity is shared 50% by Bigger and District 2 and 50% by Aegis and LDI. The Debt Agreement contemplates that at a closing that will be simultaneous with the Merger Closing (the "Debt Closing" ), the Investors will surrender debt and equity instruments issued by Eastside as follows: The SPV will surrender 104,800 shares of Eastside Series C Preferred Stock; Bigger will surrender unsecured promissory notes in the aggregate principal amount of $3,006,987 and will surrender secured promissory notes in the aggregate principal amount of $474,645; District 2 will surrender unsecured promissory notes in the aggregate principal amount of $4,510,480 and will surrender secured promissory notes in the aggregate principal amount of $474,645; LDI will surrender a secured promissory note in th

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