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) October 6, 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 5 - Corporate Governance and Management

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On October 6, 2016, we filed a certificate of change with the Nevada Secretary of State pursuant to Nevada Revised Statutes 78.209 to (i) decrease our authorized common stock from 900,000,000 to 45,000,000 shares and (ii) effectuate a 20-for-1 reverse-split of our common stock.  The certificate of change was filed with an effective date of October 18, 2016. Pursuant to the Nevada Revised Statutes, our board of directors is authorized to effectuate the reverse stock split where such split is accomplished with a concurrent proportional decrease in the Company’s authorized common stock. Prior to the reverse split, 95,333,180 shares of common stock were issued and outstanding. After the reverse split, 4,766,659 shares of common stock will be issued and outstanding (subject to adjustment for settlement of fractional shares which will be rounded up to the nearest whole share).

 

Section 8 – Other Events

 

Item 8.01 Other Events

 

Our board of directors has approved a 20-for-1 reverse stock split of its currently outstanding shares of common stock.  The record date for the reverse split is October 17, 2016.  Prior to the split, 95,333,180 shares of common stock were issued and outstanding. After the split, 4,766,659 shares of common stock will be issued and outstanding (subject to adjustment for settlement of fractional shares which will be rounded up to the nearest whole share). The effective date for the reverse split will be the later of October 18, 2016 or the earliest date thereafter that FINRA completes its review of the reverse split. Our common stock will continue to trade on the OTC Markets under the symbol “ESDI” following the reverse split. However, a “D” will be placed on our ticker symbol for 20-business days following the effective date of the reverse split to alert the public to such split. A copy of the press release announcing the reverse split is attached hereto as Exhibit 99.1

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibits.

 

  Exhibit    
  Number   Description  
         
  3.1   Certificate of Change  
  99.1   Press Release  

 

2  

 

 

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:  October 10, 2016 By: /s/ Steven Earles
  Steven Earles
  President and Chief Executive Officer

 

3  

 

 

 

Exhibit 3.1

 

 

 

 

 

Exhibit 99.1

 

 

 

 

Eastside Distilling Announces Plan to Effect Reverse Stock Split

 

PORTLAND, OR — October 10, 2016 — Eastside Distilling, Inc. (OTCQB:  ESDI ) (“Eastside” or the “Company”), a producer of award-winning master-crafted spirits, announced today that its Board of Directors have approved a 20-for-1 reverse split of the Company’s outstanding common stock from 95,333,180 to 4,766,659, and a proportional decrease in the Company’s authorized common stock from 900 million shares to 45 million shares. Pursuant to the Nevada Revised Statutes, the Company’s Board of Directors is authorized to effectuate a reverse stock split where such split is accomplished with a concurrent proportional decrease in the Company’s authorized common stock.

 

The record date for the reverse split is October 17, 2016 and the effective date for the reverse split will be the later of October 18, 2016 or the earliest date thereafter that FINRA completes its review of the reverse split. Accordingly, on the effective date, each twenty (20) shares of the Company’s issued and outstanding common stock on the record date will automatically be converted into one (1) share of common stock. As mentioned, prior to the split, the Company will have 95,333,180 shares of common stock issued and outstanding and following the reverse split, the Company will have approximately 4,766,659 shares of common stock issued and outstanding (subject to adjustment for settlement of fractional shares which will be rounded up to the nearest whole share).  Although the number of shares held by the Company’s shareholders will decrease proportionately, there will be no change in the percentage ownership of any shareholder, or any other change to shareholder rights. All outstanding options, warrants, preferred stock and other securities convertible into the Company’s common stock will be adjusted as a result of the reverse stock split as required by the terms of such securities with a proportional increase in the exercise price.

 

Grover Wickersham, Chairman of Eastside, said, "We believe that taking this step is appropriate because of the growth track that our business is on right now. Our goal is help Eastside gain access to the large body of investors that invests in companies that have higher share prices and that are nationally listed.  The reverse split should help position the Company to possibly list in the future on a national exchange such as NASDAQ or NYSE that has limitations on share price. Any such listing is subject to our ability to satisfy the full listing requirements, of which share price is only one."

 

The Company’s common stock will continue to trade on the OTC Markets under the symbol “ESDI” and will trade under a new CUSIP number of 277802 203following the reverse split. However, a “D” will be placed on the Company’s ticker symbol for 20-business days following the reverse split to alert the public to such split.

 

 

 

  

 

 

Shareholders who are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the reverse stock split will automatically be reflected in their brokerage accounts. The Company’s transfer agent, Pacific Stock Transfer Company, will provide instructions, upon request, to shareholders of record regarding the process for exchanging share certificates and all book-entry or other electronic positions representing issued and outstanding shares of the common stock will be automatically adjusted. Shareholders should direct any questions concerning the reverse split to their broker or the Company’s transfer agent, Pacific Stock Transfer Company, at 702-361-3033.

 

About Eastside Distilling
Eastside Distilling, Inc. (OTCQB: ESDI) is located in Southeast Portland's Distillery Row, and has been producing high-quality, master crafted spirits since 2008. Makers of award winning spirits, the company is unique in the marketplace and distinguished by its highly decorated product lineup that includes Barrel Hitch American Whiskies, Burnside Bourbon, Below Deck Rums, Portland Potato Vodka, and a distinctive line of infused whiskeys. All Eastside spirits are master crafted from natural ingredients for unparalleled quality and taste. The company is publicly traded under the symbol OTCQB: ESDI. For more information visit: www.eastsidedistilling.com  or follow the company on  Twitter  and  Facebook .

 

Important Cautions Regarding Forward-Looking Statements 
Certain matters discussed in this press release may be forward-looking statements. Such matters involve risks and uncertainties that may cause actual results to differ materially, including the following: changes in economic conditions; general competitive factors; acceptance of the Company's products in the market; the Company's success in obtaining new customers; the Company's success in product development; the Company's ability to execute its business model and strategic plans; the Company's success in integrating acquired entities and assets, and all the risks and related information described from time to time in the Company's filings with the Securities and Exchange Commission ("SEC"), including the financial statements and related information contained in the Company's Annual Report on Form 10-K and interim Quarterly Reports on Form 10-Q. Examples of forward-looking statements in this release may include statements related to our strategic focus, product verticals, anticipated revenue, and profitability. The Company assumes no obligation to update the cautionary information in this release.

  

Company Contact:  
Eastside Distilling  
inquiries@eastsidedistilling.com  
   
Investors:  
Robert Blum, Joe Diaz or Joe Dorame  
Lytham Partners, LLC  
(602) 889-9700  
esdi@lythampartners.com