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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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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Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.0001 par value | EAST | The Nasdaq Stock Market LLC | ||
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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).
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 3.02 Unregistered Sales of Equity Securities.
Effective on October 26, 2021, Eastside Distilling, Inc. (the “Company”) Two Million Five Hundred Thousand (2,500,000) shares (“Preferred Shares”) of Series B Convertible Preferred Stock (“Series B Preferred Stock”) at a purchase price of $1.00 per Preferred Share, which Preferred Shares are convertible into shares (“Conversion Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) pursuant to the terms and conditions set forth in a Certificate of Designation Establishing Series B Preferred Stock of the Company (“Certificate of Designation”) with an initial conversion price of $3.10, and, in connection with the purchase of such Shares, the Subscriber shall receive a warrant (a “Warrant”), to purchase up to 116,666 shares of Common Stock (“Warrant Shares”) at an exercise price equal to $3.75. The Preferred Shares and the Warrant were issued pursuant to a securities purchase agreement (“Purchase Agreement”) with an accredited investor (“Subscriber”) entered into on October 19, 2021, as previously disclosed on the Company’s current report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) on October 25, 2021 (the “Prior 8-K”).
The Company received approximately $2.485 million in net proceeds from the closing, after deducting the legal fees of the Subscriber in connection with the transaction. The Company intends to use the proceeds for acquisition of capital equipment, working capital, and general corporate purposes.
The Company entered into a Registration Rights Agreement with the Subscriber (the “Registration Rights Agreement”). Pursuant to the terms of Registration Rights Agreement, the Company has agreed to file with the SEC an initial Registration Statement on Form S-3 covering the resale of all of the Registrable Securities (as defined in the Registration Rights Agreement), with the filing of such initial Registration Statement to occur within 30 days of each closing date. The Registration Rights is attached to the Prior 8-K as Exhibit 10.2 and incorporated herein by reference.
The terms of the private offering are more fully set forth in the Purchase Agreement attached to the Prior 8-K as Exhibit 10.1 and incorporated herein by reference. The powers, designations, preferences, privileges, limitations, restrictions, and relative rights of the Preferred Shares are set forth in the Certificate of Designation attached to the Prior 8-K as Exhibits 3.1 and 3.2 and incorporated by reference herein. The Warrant is subject to the terms and conditions of the form attached to the Prior 8-K as Exhibit 4.1 and incorporated by reference herein.
The Company offered and sold the Preferred Shares and the Warrant pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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: October 29, 2021
| EASTSIDE DISTILLING, INC. | ||
| By: | /s/ Geoffrey Gwin | |
| Geoffrey Gwin | ||
| Chief Financial Officer | ||