Eastside Distilling Files 8-K: Acquisition, Delisting Notice, Equity Sales

TL;DR

Eastside Distilling's 8-K signals a potential delisting, asset changes, and equity sales.

AI Summary

On October 7, 2024, Eastside Distilling, Inc. filed an 8-K detailing several significant events. These include entering into a material definitive agreement, the completion of an acquisition or disposition of assets, and a notice of potential delisting or failure to meet listing standards. The company also reported on unregistered sales of equity securities and changes in its board of directors and officer appointments, including compensatory arrangements.

Why It Matters

This filing indicates significant corporate actions, including potential delisting, which could impact the company's stock trading and investor confidence.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing standards presents a significant risk to the company's public trading status.

Key Players & Entities

• Eastside Distilling, Inc. (company) — Filer of the 8-K report
• October 7, 2024 (date) — Date of the earliest event reported
• Eurocan Holdings Ltd. (company) — Former company name of Eastside Distilling

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value EAST The Nasdaq Stock Mar
• $2.5 million — pany's stockholders' equity be at least $2.5 million. As reported on its most recent Form 10
• $853,000 — ers' equity as of December 31, 2023 was $853,000. On June 3, 2024 the NASDAQ Staff ext
• $10.00 — D Preferred Stock has 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
• $0.25 — ent Date, subject to a "Floor Price" of $0.25 per share. The Series E Conversion Pric
• $0.50 — F Preferred Stock has a stated value of $0.50. The holder of Series F Preferred Stock
• $4,137,581 — so released Eastside from liability for $4,137,581 of senior secured debt and $2,465,169 o
• $2,465,169 — r $4,137,581 of senior secured debt and $2,465,169 of unsecured debt. In consideration of
• $2,554,746 — 2 released Eastside from liability for $2,554,746 of unsecured debt. Eastside issued a
• $2,000,000 — 2 released Eastside from liability for $2,000,000 of unsecured debt. Eastside transferr
• $888,247 — secured debt in the aggregate amount of $888,247. Eastside issued a total of 190,000 s
• $187,189 — rs released Eastside from liability for $187,189 of unsecured debt. The Debt Agreement
• $250 million — perator with annualized revenue of over $250 million. Before focusing on emerging medicine i
• $90,000 — greement were replaced by cash bonus of $90,000. b. The Company issued 400,000 shares

Filing Documents

• form8-k.htm (8-K) — 88KB
• ex3-a.htm (EX-3.A) — 75KB
• ex3-b.htm (EX-3.B) — 80KB
• ex3-c.htm (EX-3.C) — 129KB
• ex3-d.htm (EX-3.D) — 114KB
• ex10-a.htm (EX-10.A) — 177KB
• ex10-c.htm (EX-10.C) — 73KB
• ex10-d.htm (EX-10.D) — 24KB
• ex3-b_001.jpg (GRAPHIC) — 609KB
• ex3-c_001.jpg (GRAPHIC) — 606KB
• ex3-d_001.jpg (GRAPHIC) — 611KB
• image_001.jpg (GRAPHIC) — 397KB
• 0001493152-24-040338.txt ( ) — 4136KB
• east-20241007.xsd (EX-101.SCH) — 3KB
• east-20241007_lab.xml (EX-101.LAB) — 33KB
• east-20241007_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): October 7, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard. On April 8, 2024, Eastside Distilling, Inc. ( "Eastside" ) received a deficiency letter from the Nasdaq Staff notifying Eastside that its stockholders' equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2023, did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the " Equity Rule ") for the Nasdaq Capital Market, which requires that a listed company's stockholders' equity be at least $2.5 million. As reported on its most recent Form 10-K, Eastside's stockholders' equity as of December 31, 2023 was $853,000. On June 3, 2024 the NASDAQ Staff extended to October 7, 2024 the date by which Eastside may regain compliance with the Equity Rule. Under Item 1.01 below, we describe (a) the closing on October 7, 2024 of several equity-for-debt exchanges and other transactions pursuant to the First Amended and Restated Debt Exchange Agreement dated October 3, 2023 (the "DEA") and, immediately following the closing under the DEA, (b) the closing of the merger of Beeline Financial Holdings, Inc. into a wholly-owned subsidiary of Eastside. Based upon the closing of those transactions and management's preliminary calculation of Eastside's results of operations for the quarter ended September 30, 2024, Eastside believes that, as of October 7, 2024, it has regained compliance with the Equity Rule. NASDAQ has advised Eastside that it will continue to monitor Eastside's ongoing compliance with the Equity Rule and, if at the time when Eastside files its next periodic report with the SEC Eastside does not evidence compliance with the Equity Rule, Eastside's common stock may be subject to delisting from NASDAQ. Item 5.03 Amendments to Articles of Incorporation On October 7, 2024 Eastside filed with the Nevada Secretary of State a Certificate of Designation of 255,474 shares of Series D Preferred Stock and a Certificate of Designation of 200,000 shares of Series E Preferred Stock and a Certificate of Designation of 70,000,000 shares of Series F Preferred Stock and a Certificate of Designation of Series F-1 Preferred Stock. The material terms of each class of Preferred Stock are: Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $10.00. The holder of Series D Preferred Stock has no voting rights by reason of those shares, except that the approval by holders of more than 50% of the outstanding Series D Preferred Stock will be required for any corporate action that would adversely affect the preferences, privileges or rights of the Series D Preferred Stock. In the event that Eastside declares a dividend payable in cash or stock to holders of any class of Eastside's stock, the holder of a share of Series D Preferred Stock will be entitled to receive an equivalent dividend on an as-converted basis. In the event of a liquidation of Eastside, the holders of Series D Preferred Stock will share in th

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