Eastside Distilling (EAST) 8-KEntry into a Material Definitive Agreement

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): December 19, 2024

EASTSIDE DISTILLING, INC.

(Exact name of registrant as specified in its charter)

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:

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:

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 1.01 Entry Into a Material Definitive Agreement

On December 19, 2024, Nick Liuzza, Jr. purchased $500,000 of units comprised of a total of 980,392 shares of Series G Convertible Preferred Stock (“Series G”) and 490,196 Warrants to purchase shares of Common Stock of Eastside Distilling, Inc. (“Eastside” or the “Company”) on the same terms as all other investors. Mr. Liuzza is the Chief Executive Officer of Beeline Financial Holdings, Inc., a subsidiary of the Company. and a principal holder of the Company’s Series F and Series F-1 Convertible Preferred Stock,

Mr. Joseph D. Freedman, a director of the Company, had earlier purchased $121,593 of units comprised of a total of 238,418 shares of Series G and 119,209 Warrants on the same terms as all other investors. Mr. Freedman’s purchase was reported as part of a Current Report on Form 8-K filed on December 13, 2024.

Item 3.02. Recent Sales of Unregistered Securities

The disclosure set forth in Item 1.01 is incorporated into this Item 3.02 by reference.

On December 19, 2024, the Company entered into a Securities Purchase Agreement with accredited investors pursuant to which the Company sold units comprised of a total of 1,080,392 shares of a newly designated Series G Convertible Preferred Stock (“Series G”) and five-year Warrants to purchase a total of 540,196 shares of the Company’s Common Stock for total gross proceeds of $551,000. Included in these sales is the purchase by Nick Liuzza referred to above.

The offers and sales described above are part of the Company’s offering of up to a total of 5,956,467 shares of Series G and Warrants to purchase up to 2,978,234 shares of Common Stock for total gross proceeds of up to $3,037,800. Since the offering of Series G shares and Warrants commenced on November 26, 2024, the Company has sold to accredited investors a total of 3,252,144 shares of Series G and Warrants to purchase 1,626,071 shares of Common Stock for total gross proceeds of $1,658,593. The Company intends to use the net proceeds, after deducting offering expenses and related costs, for working capital and general corporate purposes.

In connection with the foregoing, the Company entered into a Securities Purchase Agreement and Registration Rights Agreement with the investors. The terms of the Securities Purchase Agreement, Series G, Warrants, and related Registration Rights Agreement were previously disclosed in the Current Report on Form 8-K filed on December 3, 2024.

The offer and sale of the units were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

The foregoing description of the terms of the Series G, the Warrants, the Securities Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the Series G, the form of Warrant, the form of Securities Purchase Agreement, and the form of Registration Rights Agreement, copies of which are filed or incorporated by reference as Exhibits 3(a)(1), 3(a)(2), 4(a), 10(a) and 10(b), respectively, to the Form 8-K filed on December 3, 2024 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

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: December 19, 2024