Eastside Distilling Files 8-K with Material Agreement

TL;DR

Eastside Distilling (EATS) filed an 8-K on Dec 3rd detailing a material agreement and equity sales.

AI Summary

On December 3, 2024, Eastside Distilling, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on December 9, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Eastside Distilling, Inc. (company) — Registrant
• December 3, 2024 (date) — Date of earliest event reported
• December 9, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• 001-38182 (identifier) — Commission File Number

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value EAST The Nasdaq Stock Mar
• $110,000 — ommon Stock for total gross proceeds of $110,000. The offers and sales described above a
• $3,037,800 — Stock for total gross proceeds of up to $3,037,800. Since the offering of Series G shares
• $705,000 — ommon Stock for total gross proceeds of $705,000. The Company intends to use the net pro

Filing Documents

• form8-k.htm (8-K) — 57KB
• 0001493152-24-049253.txt ( ) — 232KB
• east-20241203.xsd (EX-101.SCH) — 3KB
• east-20241203_lab.xml (EX-101.LAB) — 33KB
• east-20241203_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement The disclosure set forth in Items 3.02 and 5.03 are incorporated into this Item 1.01 by reference.

02. Recent Sales of Unregistered Securities

Item 3.02. Recent Sales of Unregistered Securities From December 3 to December 4, 2024, Eastside Distilling, Inc. ("Eastside" or the "Company") entered into a Securities Purchase Agreement with two accredited investors pursuant to which the Company sold units comprised of a total of 215,686 shares of a newly designated Series G Convertible Preferred Stock ("Series G") and five-year Warrants to purchase a total of 107,843 shares of the Company's Common Stock for total gross proceeds of $110,000. The offers and sales described above are part of the Company's offering of up to a total of 5,956,467 shares of Series G and Warrants to purchase up to 2,978,234 shares of Common Stock for total gross proceeds of up to $3,037,800. Since the offering of Series G shares and Warrants commenced on November 26, 2024, the Company has sold a total of 1,382,353 shares of Series G and Warrants to purchase 691,176 shares of Common Stock for total gross proceeds of $705,000. The Company intends to use the net proceeds, after deducting offering expenses and related costs, for working capital and general corporate purposes. In connection with the foregoing, the Company entered into a registration rights agreement with the investors. The terms of the SPA, Series G, Warrants, and related Registration Rights Agreement were previously disclosed in the Current Report on Form 8-K filed on December 3, 2024. The offer and sale of the units were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The foregoing description of the terms of the Series G, the Warrants, the SPA, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the Series G, the form of Warrant, the form of SPA, and the form of Registration Rights Agreement, copies of which are filed or incorporated by reference as Exhibits 3(a)(1), 3(a)(2), 4(a), 10(a

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Incorporated by Reference Filed or Furnished Exhibit # Exhibit Description Form Date Number Herewith 3(a)(1) Certificate of Designation of Series G Preferred Stock, filed on November 26, 2024 8-K 12/3/2024 3(a)(1) 3(a)(2) Certificate of Correction of Series G Preferred Stock, filed on December 2, 2024 8-K 12/3/2024 3(a)(2) 4(a) Form of Warrant 8-K 12/3/2024 4(a) 10(a) Form of Securities Purchase Agreement* 8-K 12/3/2024 10(a) 10(b) Form of Registration Rights Agreement* 8-K 12/3/2024 10(b) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request. 2 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: December 9, 2024 EASTSIDE DISTILLING, INC. By: /s/ Geoffrey Gwin Geoffrey Gwin Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR