Attached files
| file | filename |
|---|---|
| EX-10.3 - EXHIBIT 10-3 - Eastside Distilling, Inc. | s103383_ex10-3.htm |
| EX-10.2 - EXHIBIT 10.2 - Eastside Distilling, Inc. | s103383_ex10-2.htm |
| EX-10.1 - EXHIBIT 10-1 - Eastside Distilling, Inc. | s103383_ex10-1.htm |
| EX-4.2 - EXHIBIT 4.2 - Eastside Distilling, Inc. | s103383_ex4-2.htm |
| EX-4.1 - EXHIBIT 4-1 - Eastside Distilling, Inc. | s103383_ex4-1.htm |
| EX-3.1 - EXHIBIT 3.1 - Eastside Distilling, Inc. | s103383_ex3-1.htm |
UNITED STATES
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) | May 31, 2016 |
| Eastside Distilling, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-54959 | 20-3937596 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 1805 SE Martin Luther King Jr Blvd. | 97214 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (971) 888-4264
(Former name or former address, if changed since last report.)
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 (see General Instruction A.2.below):
¨ 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))
| Section 1 – Registrant’s Business and Operations |
| Item 1.01 Entry into a Material Definitive Agreement. |
| 1. | From June 4, 2016 to June 9, 2016, we conducted closings for the sale of 22,000,000 units (“Common Units”) to accredited investors at a price of $0.05 per Common Unit for an aggregate cash purchase price of $1,100,000. Each Common Unit consists of (i) 1 share of our Common Stock and (ii) one Warrant (the “Warrants”), exercisable for 3-years, to purchase one (1) share of Common Stock at an exercise price of $0.10 per whole share (the “Warrant Shares”). The issuance and sale of the Common Units, the Common Stock, the Warrants, and the Warrant Shares will not be registered under the Securities Act of 1933 and are being offered in reliance on the exemption from registration afforded by Section 4(a)(2) and/or Rule 506 of Regulation D thereunder. |
We used approximately $100,000 of the proceeds received to prepay in full that certain 14% Secured Convertible Promissory Note dated May 13, 2016 in the original principal amount of $219,200.65. The prepayment amount for this note referred to in our Current Report in Form 8-K dated June 1, 2016 was reduced due to the note holder’s conversion of principal under this note into shares of our common stock following receipt of the prepayment notice, as permitted under the terms of such note. We intend to use the remaining proceeds for inventory purchases and for working capital and general corporate purposes. The issuance and sale of the shares of Common Stock, the Warrants, and the Warrant Shares have not been registered under the Securities Act of 1933, as amended and such securities have been sold and will be issued in reliance on exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) and/or Rule 506 of Regulation D thereunder.
The Warrants are subject to the terms and conditions of the form of Warrant attached hereto as Exhibit 4.1 and incorporated by reference herein. The terms of the private placement for the Common Units are more fully set forth in the form of Subscription Agreement attached hereto as Exhibit 10.1 and incorporated by reference herein.
| 2. | On June 8, 2016, we sold 39 units (“Series A Units”) to accredited investors at a price of $1,000 per Series A Unit for an aggregate cash purchase price of $39,000. Each Series A Unit consists of (i) 1 share of our Series A Convertible Preferred Stock (“Series A Preferred”) convertible into shares of Common Stock at a rate of $0.075 per share (the “Conversion Shares”), and (ii) one Warrant (the “Series A Warrants”), exercisable for 3-years, to purchase thirteen thousand three hundred thirty two shares (13,332) shares of Common Stock at an exercise price of $0.10 per whole share (the “Series A Warrant Shares”). |
We received gross proceeds of $39,000 from the sale of the 39 Series A Units for cash. We used $3,120 of these proceeds as payment for non-exclusive placement agent fees to FINRA registered broker-dealers. The remaining proceeds will be used for working capital and general corporate purposes. The issuance and sale of the shares of Series A Preferred, the Series A Warrants, the Series A Warrant Shares and the Conversion Shares will not be registered under the Securities Act of 1933 and are being offered in reliance on the exemption from registration afforded by Section 4(a)(2) and/or Rule 506 of Regulation D thereunder. In addition, we issued 5-year warrants to purchase 15,600 shares of Common Stock with an exercise price of $0.075 to broker-dealers in connection with the purchase of Series A Units referred to in this Report.
| 2 |
The Series A Warrants are subject to the terms and conditions of the form of Series A Warrant attached hereto as Exhibit 4.2 and incorporated by reference herein. The terms of the private placement for the Series A Units are more fully set forth in the form of Subscription Agreement attached hereto as Exhibit 10.2 and incorporated by reference herein.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
| 1. | See Item 1.01 above |
| 2. | Effective June 1, 2016, we issued 1,465,202 shares of our common stock upon conversion of $40,000 in principal under a convertible promissory note. The issuance was exempt pursuant to Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended. |
| 3. | Effective June 3, 2016, we issued 1,752,908 shares of our common stock upon conversion of $55,830.10 in principal under a convertible promissory note. The issuance was exempt pursuant to Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended. |
Section 5 - Corporate Governance and Management
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 1, 2016, we filed a Certificate of Amendment to our Certificate of Designation of our Series A Preferred Stock (the “Series A Amendment”) which such Series A Amendment: (i) reduces the Series A Conversion Price set forth in Section 5.1 thereof to $0.075; (ii) clarifies that the voting rights based on a multiple of which the Series A Preferred is convertible do not take into account conversion limitations set forth in Section 5.5 thereof and (iii) provides that the conversion limitations contained in Section 5.5 can be waived by any holder. The Series A Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.
Section 8 – Other Event
Item 8.01 Other Events.
On May 31, 2016, we received a waiver from the holder of that certain 5% Convertible Note in the original principal amount of $150,000 with a then stated maturity date of May 31, 2016. The holder of such note agreed to waive any default resulting from non-payment so long as full payment is received by holder on or before June 30, 2016. The Waiver is attached as Exhibit 10.3 and incorporated by reference herein.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (c) | Exhibits. | |||
| 3.1 | Certificate of Amendment to Certificate of Designation of Series A Preferred Stock | |||
| 4.1 | Form of Warrant (Common Stock and Warrant offering) | |||
| 4.2 | Form of Series A Warrant (Series A Preferred and Warrant Unit offering) | |||
| 10.1 | Form of Subscription Agreement (Common Stock and Warrant offering) | |||
| 10.2 | Form of Subscription Agreement (Series A Preferred and Warrant Unit offering) | |||
| 10.3 | Waiver | |||
| 3 |
SIGNATURES
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.
| EASTSIDE DISTILLING, INC. | ||
| (Registrant) | ||
| Date: June 9, 2016 | By: | /s/ Steven Earles |
| Steven Earles | ||
| President and Chief Executive Officer | ||
| 4 |