Current Report Filing (8-k)
09 Maio 2023 - 5:41PM
Edgar (US Regulatory)
0001534708
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--12-31
0001534708
2023-05-03
2023-05-03
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xbrli:shares
iso4217:USD
xbrli:shares
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 3, 2023
EASTSIDE
DISTILLING, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-38182 |
|
20-3937596 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2321
NE Argyle Street, Unit D
Portland,
Oregon 97211
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (971) 888-4264
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.0001 par value |
|
EAST |
|
The
Nasdaq Stock
Market LLC |
(Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
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:
☐ |
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)) |
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
5.03 Amendments to Articles of Incorporation
On
May 3, the Registrant filed with the Nevada Secretary of State a Certificate of Change Pursuant to NRS 78.209. The Certificate of Change
provides that at 6:00 P.M. on May 12, 2023 a one-for-twenty reverse split of the outstanding common stock as well as a 95% reduction
in the number of authorized shares of common stock will be effective. The Certificate of Amendment also decreases the number of authorized
shares of Common Stock from 35,000,000 to 1,750,000. No fractional shares will be issued in connection with the reverse stock split;
any fractional shares that result from the reverse split will be rounded up to the nearest whole share.
The
Common Stock will begin trading on a reverse stock split-adjusted basis on the Nasdaq Capital Market when the market opens on May 15,
2023. The trading symbol for the Common Stock will remain “EAST.” The Common Stock was assigned a new CUSIP number (277802401)
following the reverse stock split.
The
Company will adjust the number of shares available for future grant under its equity incentive plan and will also adjust the number of
outstanding awards, the exercise price per share of outstanding stock options and other terms of outstanding awards issued to reflect
the effects of the reverse stock split.
Item
7.01 Regulation FD Disclosures.
On
May 9, 2023, the Company issued a press release announcing the anticipated completion of the reverse stock split. A copy of the Company’s
press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
information contained in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the
information contained in this Item 7.01 and the accompanying exhibit shall not be deemed to be incorporated by reference in any filing
under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item
9.01 Financial Statements and Exhibits
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:
May 9, 2023
|
EASTSIDE DISTILLING, INC. |
|
|
|
|
By: |
/s/ Geoffrey
Gwin |
|
|
Geoffrey Gwin |
|
|
Chief Executive Officer |
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