UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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:
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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).
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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
The disclosure set forth in Item 3.02 is incorporated into this Item 1.01 by reference.
Item 3.02. Recent Sales of Unregistered Securities
On January 26, 2025, the Company entered into a Securities Purchase Agreement with an accredited investor pursuant to which the Company sold units comprised of a total of 341,176 shares of Series G Convertible Preferred Stock (“Series G”) and five-year Warrants to purchase a total of 170,588 shares of the Company’s Common Stock for total gross proceeds of $174,000.
The offers and sales described above are part of the Company’s offering of up to a total of up to 9,878,040 shares of Series G and Warrants to purchase up to 4,939,020 shares of Common Stock for total gross proceeds of up to $5,037,800, which offering was increased from its original amount of up to $3,037,800 following approval by the Company’s Board of Directors on January 20, 2025. Since the offering of Series G shares and Warrants originally commenced on November 26, 2024, the Company has sold to accredited investors a total of 6,191,359 shares of Series G and Warrants to purchase 3,095,679 shares of Common Stock for total gross proceeds of $3,157,593. 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 Securities Purchase Agreement and Registration Rights Agreement with the investors. The terms of the Securities Purchase Agreement, 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 Securities Purchase Agreement, 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 Securities Purchase Agreement, 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) and 10(b), respectively, to the Form 8-K filed on December 3, 2024 and are incorporated herein by reference.
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) | ||||||
| 3(a)(3) | Certificate of Amendment to Series G, filed on January 20, 2025 | 8-K | 1/21/2025 | 3(a)(3) | ||||||
| 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.
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: February 12, 2025
| EASTSIDE DISTILLING, INC. | ||
| By: | /s/ Geoffrey Gwin | |
| Geoffrey Gwin | ||
| Chief Executive Officer | ||