Eastside Distilling Files Proxy Statement

TL;DR

Eastside Distilling proxy statement filed. Vote your shares!

AI Summary

Eastside Distilling, Inc. filed its definitive proxy statement on February 5, 2025, for its annual shareholder meeting. The filing outlines the company's governance, executive compensation, and proposals to be voted on by shareholders. Key details regarding the election of directors and other corporate actions will be presented.

Why It Matters

This filing provides shareholders with crucial information to make informed voting decisions on company leadership and strategic direction.

Risk Assessment

Risk Level: medium — Proxy statements are routine filings, but the specific proposals and company performance can introduce varying levels of risk.

Key Players & Entities

• Eastside Distilling, Inc. (company) — Registrant
• 20250205 (date) — Filing Date
• 0001493152-25-005006 (filing_id) — Accession Number

FAQ

Key Financial Figures

• $20 million — the Purchase agreed to purchase, up to $20 million of the Company’s common stock, su
• $1.5 million — of the post-Merger company of at least $1.5 million and less than $3.25 million and (iv) sh
• $3.25 million — of at least $1.5 million and less than $3.25 million and (iv) shares issued to settle pre-ex
• $0.83 — common stock as reported by Nasdaq was $0.83. We urge you to obtain current market i
• $0.51 — sing the hypothetical purchase price of $0.51 as the lowest price at which we will is
• $1,938,000 — ion with the November 14, 2024, sale of $1,938,000 in aggregate principal amount of Notes
• $1,615,000 — the company received gross proceeds of $1,615,000 in connection with a private placement
• $2,500,000 — sdaq which required us to have at least $2,500,000 in shareholders’ equity. Because
• $1.00 — stock bid price fell below the required $1.00 price, which is the minimum bid price r
• $2.5 million — nts including: One of the following $2.5 million of shareholders’ equity; $35 mi
• $35 million — illion of shareholders’ equity; $35 million in market value of listed securities; o
• $500,000 — market value of listed securities; or $500,000 in net income from continuing operation
• $1 million — ars). 500,000 publicly held shares. $1 million in market value of publicly held securi
• $1 b — et value of publicly held securities. $1 bid price. 300 public holders. Two ma
• $5 million — e following new listing requirements: $5 million in shareholders’ equity $15 mil

Filing Documents

• formdef14a.htm (DEF 14A) — 6944KB
• formdef14a_001.jpg (GRAPHIC) — 82KB
• audit_001.jpg (GRAPHIC) — 26KB
• formdef14a_002.jpg (GRAPHIC) — 611KB
• formdef14a_007.jpg (GRAPHIC) — 393KB
• formdef14a_003.jpg (GRAPHIC) — 606KB
• formdef14a_004.jpg (GRAPHIC) — 381KB
• formdef14a_005.jpg (GRAPHIC) — 511KB
• formdef14a_006.jpg (GRAPHIC) — 371KB
• proxy_001.jpg (GRAPHIC) — 520KB
• proxy_002.jpg (GRAPHIC) — 227KB
• 0001493152-25-005006.txt ( ) — 12080KB

BUSINESS

BUSINESS 65 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 84 RELATED PARTY TRANSACTIONS 96

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 99 HOUSEHOLDING 104 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS F-1

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS F-6 ANNEX A — MERGER AGREEMENT AND AMENDMENT NO. 1 THERETO A-1 ANNEX B — CERTIFICATE OF DESIGNATIONS OF SERIES F-1, AS CORRECTED B-1 ANNEX C — CERTIFICATE OF DESIGNATIONS OF SERIES F CONVERTIBLE PREFERRED STOCK, AS CORRECTED C-1 ANNEX D — CERTIFICATE OF DESIGNATIONS OF SERIES G CONVERTIBLE PREFERRED STOCK, AS AMENDED D-1 ANNEX E — FORM OF WARRANT ISSUED TO NOTEHOLDERS E-1 ANNEX F—FORM OF WARRANT ISSUED IN CONNECTION SERIES G CONVERTIBLE PREFERRED STOCK F-1 ANNEX G — COMMON STOCK PURCHASE AGREEMENT, REGISTRATION RIGHTS AGREEMENT AND SIDE LETTER AGREEMENT (ELOC) G-1 ANNEX H – FORM OF AMENDMENT TO ARTICLES OF INCORPORATION (NAME CHANGE) H-1 8 CERTAIN DEFINITIONS For the ease of our shareholders, we use the following definitions in this Proxy Statement: “Beeline” means Beeline Financial Holdings, Inc., a Delaware corporation. “Board” means the Company’s Board of Directors. “C/M” means C/M Capital Master Fund LP. “Company” or “Eastside” means Eastside Distilling, Inc., a Nevada corporation. “Derivatives” means the stock options and warrants Eastside agreed to issue to former holders of Beeline stock options and warrants. “ELOC” or “Equity Line of Credit” means the transaction pursuant to which the Company will issue and sell up to $20 million of common stock to the Purchaser or up to 39,215,686 shares of common stock, as such terms are defined below and as further described in the Proxy Statement. “ELOC Agreement” means the Common Stock Purchase Agreement and related agreements pursuant to which the Company and C/M agreed to engage in the ELOC. “Merger” means the merger whereby Beeline merged with and into Merger Sub and become a wholly-owned subsidiary of the Company. “Merger Agreement” means the Agreement and Plan of

View Full Filing

View this DEF 14A filing on SEC EDGAR