UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 11, 2019
EASTSIDE DISTILLING, INC.
(Exact name of registrant as specified in its charter)
| Nevada | | 001-38182 | | 20-3937596 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
1001 SE Water Avenue, Suite 390
Portland, OR 97214
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code:(971) 888-4264
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. [ ]
EXPLANATORY NOTE
Eastside Distilling, Inc. (“Eastside”) previously filed a Current Report on Form 8-K with the Securities and Exchange Commission on January 14, 2019 (the “Initial 8-K”) to announce the closing of the acquisition on January 11, 2019 of Craft Canning LLC (“Craft”) pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) entered into as of January 11, 2019. Eastside indicated in the Initial 8-K that it would file the financial statements of Craft and pro forma financial information required under Item 9.01 no later than 71 calendar days after the date on which the Initial 8-K was required to be filed. This Amendment No. 1 to the Initial 8-K is being filed to provide the required financial information. The Initial 8-K otherwise remains the same and the Items therein are hereby incorporated by reference into this Current Report on Form 8-K/A.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The Initial 8-K reported Eastside entering into an Employment Agreement with Owen Lingley. Instead, Eastside has retained Mr. Lingley as a consultant under a consultant agreement.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The following financial statements of Craft are being filed as exhibits to this Amendment No. 1:
Exhibit 99.1 – Craft’s audited balance sheets as of December 31, 2018 and 2017 and the related statements of operations, member’s capital and cash flows for each of the two years in the period ended December 31, 2018 and notes to Financial Statements.
| (b) | Pro forma financial information. |
The following pro forma financial information is being filed as an exhibit to this Amendment No. 1:
Exhibit 99.2 – Eastside’s unaudited pro forma combined balance sheet at December 31, 2018 and the unaudited pro forma combined statement of operations for the year ended December 31, 2018 and notes related thereto.
(d)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: March 28, 2019
| | EASTSIDE DISTILLING, INC. |
| | | |
| | By: | /s/ Grover T. Wickersham |
| | | Grover T. Wickersham |
| | | Chief Executive Officer and Chairman of the Board |
