Exhibit 3.1
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): January 27, 2025
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.) |
755 Main Street, Building 4, Suite 3
Monroe, Connecticut 06468
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (458) 800-9154
Securities registered pursuant to Section 12(b) of the Act:
| Common Stock, $0.0001 par value | BLNE | 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 or Bylaws; Change in Fiscal Year
On January 29, 2025, Beeline Holdings, which also operates as Eastside Distilling, Inc., (“the Company”), filed a Certificate of Amendment (the “Amendment to Articles”) to the Company’s Amended Articles of Incorporation, as amended, with the Secretary of State of the State of Nevada effecting (i) the increase of the number of shares of capital stock the Company is authorized to issue to 200,000,000, comprised of 100,000,000 shares of common stock, par value $0.0001 per share, and 100,000,000 shares of preferred stock, par value $0.0001 per share, and (ii) certain changes to the federal forum selection provisions contained therein.
The above description of the Amendment to Articles does not purport to be complete and is qualified in its entirety by reference to the Amendment to Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On January 27, 2025, a Special Meeting of the Stockholders of the Company was held virtually pursuant to notice duly given. At the Special Meeting, the Company’s stockholders voted to adopt and approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, to 100,000,000 from 6,000,000.
Set forth below are the voting results on each matter submitted to the stockholders at the Special Meeting.
Proposal 1: Increase the Number of Authorized Shares
At the meeting, the stockholders voted to adopt and approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, to 100,000,000 from 6,000,000, as follows:
| FOR | AGAINST | ABSTAIN | ||
| 2,424,325 | 134,593 | 13,097 |
Proposal No. 2: Authorization to Adjourn the Annual Meeting
At the Meeting, the proposal to approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there not sufficient votes to approve the Charter Amendment Proposal was moot as described above.
Item 8.01 - Other Events
On January 28, 2025, the Company issued a press release to announce the Special Meeting results, which is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in the press release furnished as Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Certificate of Amendment of Articles of Incorporation | |
| 99.1 | Press Release dated January 28, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: January 29, 2025
| Eastside Distilling, Inc. | ||
| By: | /s/ Geoffrey Gwin | |
| Geoffrey Gwin | ||
| Chief Executive Officer | ||
Exhibit 3.1
Exhibit 99.1
Beeline Holdings Reports Results of Special Shareholder Meeting Held on Monday, January 27, 2025
Providence, Rhode Island, January 28, 2025 - Beeline Holdings (NASDAQ: BLNE) which also operates as Eastside Distilling, Inc. announces results of the Special Shareholders Meeting held on Monday, January 27, 2025.
Beeline has secured the necessary shareholder votes to approve all proposals presented, including the amendment to the Company’s Articles of Incorporation to increase the authorized shares of common stock (par value $0.0001 per share) from 6,000,000 to 100,000,000.
About Beeline Financial Holdings, Inc.
Beeline Financial Holdings, Inc. is a technology-driven mortgage lender and title provider offering a fully digital, AI-enhanced, platform that simplifies and accelerates the home financing process for homeowners and property investors. Based in Providence, RI, Beeline is dedicated to transforming the mortgage industry through innovative technology and customer-centric solutions.
About Eastside Distilling, Inc.
Eastside Distilling, Inc. is a producer of award-winning craft spirits, including whiskey, vodka, and rum. Founded in Portland, OR, Eastside is committed to quality, innovation, and sustainability, delivering exceptional products that reflect the spirit of the Pacific Northwest.
Important Cautions Regarding Forward-Looking Statements
Certain matters discussed in this press release may be forward-looking statements that reflect our expectations or anticipations rather than historical fact. Such matters involve risks and uncertainties that may cause actual results to differ materially, including the following: changes in economic conditions, general competitive factors, the Company’s ongoing financing requirements and ability to achieve financing, acceptance of the Company’s products in the market, the Company’s success in obtaining new customers, the Company’s ability to execute its business model and strategic plans, and other risks and related information described from time to time in the Company’s filings with the Securities and Exchange Commission (“SEC”). A detailed discussion of the most significant risks can be found in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2024 and the Company’s Current Report on Form 8K/A filed with the SEC on Form 8-K/A on December 19, 2024. The Company assumes no obligation to update the cautionary information in this press release.
Contact:
ir@makeabeeline.com
SOURCE: Beeline Holdings