UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 13, 2021
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.) |
8911 NE Marx Dr, Suite A2,
Portland, Oregon 97220
(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)) |
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) |
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. ☐
This Form 8-K/A amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 20, 2021 (the “Original Report”) to include Item 5.03 and Exhibit 3.1. Further, the Original Report incorrectly identified the Date of Report as August 13, 2021 instead of the actual Date of Report of August 19, 2021.
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
Effective as of August 20, 2021, Eastside Distilling, Inc. (“Eastside” or the “Company”) filed a Certificate of Amendment to its Articles of Incorporation to increase the number of authorized shares of Eastside’s Common Stock from 15,000,000 to 35,000,000, as approved at the Company’s Annual Meeting of Stockholders as described in Item 5.07(3) below. The Certificate of Amendment is filed as Exhibit 3.1 to this Amendment No. 1 to Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On August 19, 2021, Eastside Distilling, Inc. (“Eastside” or the “Company”) held its Annual Meeting of Stockholders in virtual meeting over the Internet (the “Meeting”). Holders of Eastside’s common stock were entitled to one vote for each share held as of the close of business on June 21, 2021 (the “Record Date”). The total number of shares of Eastside’s common stock voted in person or by proxy at the Meeting was 8,385,152, representing approximately 67.52% of the 12,417,577 shares outstanding and entitled to vote at the Meeting, which constituted a quorum for the transaction of business.
At the Meeting, Eastside’s stockholders voted on six proposals, each of which is described in more detail in Eastside’s definitive proxy statement filed with the Securities and Exchange Commission on July 6, 2021 (the “Proxy Statement”). The following matters were submitted to a vote of the stockholders, the results of which were as follows:
1. Election of Directors.
The following persons were elected as directors of Eastside by the votes cast as follows:
| Nominee | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
| Paul Block | | | 3,953,705 | | | | 1,610,257 | | | | 2,821,190 | |
| | | | | | | | | | | | | |
| Eric Finnsson | | | 5,209,990 | | | | 353,972 | | | | 2,821,190 | |
| | | | | | | | | | | | | |
| Robert Grammen | | | 4,750,177 | | | | 813,785 | | | | 2,821,190 | |
| | | | | | | | | | | | | |
| Stephanie Kilkenny | | | 4,874,887 | | | | 689,075 | | | | 2,821,190 | |
| | | | | | | | | | | | | |
| Elizabeth Levy-Navarro | | | 5,446,312 | | | | 117,650 | | | | 2,821,190 | |
Each of the five nominees for director was elected to serve until the next annual meeting of stockholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
2. Approval of Executive Compensation.
Advisory approval of compensation of Eastside’s named executive officers passed with the following votes:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 4,995,856 | | | | 425,074 | | | | 143,032 | | | | 2,821,190 | |
3. Amendment to Articles of Incorporation.
The amendment to Eastside’s articles of incorporation to increase the number of authorized shares of Eastside’s Common Stock from 15,000,000 to 35,000,000 was approved per the votes cast as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,025,458 | | | | 358,436 | | | | 1,258 | |
There were no broker non-votes on this proposal.
The stockholders approved the amendment to the Articles of Incorporation.
4. Approval of Anti-Dilution Protection Provisions
The anti-dilution protection provisions included in $3,300,000 of principal amount of 6% secured convertible promissory notes and warrants to purchase up to 900,000 shares of the Company’s common stock were approved per the votes cast as follows:
| Votes For | | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
| | 5,021,496 | | | | 542,399 | | | | 67 | | | | 2,821,190 | |
The stockholders approved the Anti-Dilution Protection Provisions.
5. Ratification of M&K CPAS, PLLC.
The proposal to ratify M&K CPAS, PLLC as Eastside’s independent registered public accounting firm for fiscal year 2021 was approved per the votes cast as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,079,898 | | | | 117,214 | | | | 188,040 | |
There were no broker non-votes on this proposal.
The stockholders ratified the appointment of M&K CPAS, PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
6. Adjournment of Annual Meeting
The adjournment of the Annual Meeting was approved per the votes cast as follows:
| Votes For | | | Votes Against | | | Abstentions | |
| | 8,206,907 | | | | 174,324 | | | | 3,921 | |
There were no broker non-votes on this proposal.
The stockholders approved the Adjournment Proposal. The proxy holders determined not to seek to continue, adjourn, or postpone the Meeting to solicit additional proxies, as Proposals 3 and 4 were approved.
| Item 9.01 | Financial Statements and Exhibits. |
(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: August 31, 2021
| | EASTSIDE DISTILLING, INC. |
| | | |
| | By: | /s/ Amy Brassard |
| | | Amy Brassard |
| | | Corporate Secretary |
