Beeline Holdings, Inc 8-K/A, filed Feb 17, 2021
Beeline Holdings, Inc. (BLNE)
About this 8-K/A
Beeline Holdings, Inc filed this 8-K/A on February 17, 2021, reporting on events of January 10, 2021.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): January 10, 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. [ ]
EXPLANATORY NOTE
We are filing this Amendment No. 1 to Current Report on Form 8-K to replace the Current Report on Form 8-K previously filed today, which was inadvertently filed in error.
Item 7.01 Regulation FD Disclosure.
On February 16, 2021, Eastside issued a press release, the text of which is furnished as Exhibit 99.1 to this current report.
The information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of Eastside under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any filing of the registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 8.01 Other Events.
Nasdaq Compliance Transactions or Events
On August 20, 2020, Nasdaq notified Eastside Distilling, Inc. (“Eastside” or the “Company”) that it no longer complied with Nasdaq Listing Rule 5550(b)(1) because its reported stockholder’s equity of $2,444,048 as of June 30, 2020 was below the minimum stockholder’s equity of $2,500,000 set forth in the Nasdaq Listing Rule by $55,952.
As previously reported on the Company’s Current Report on Form 8-K filed on February 9, 2021, on February 2, 2021, Redneck Riviera Whiskey Co., LLC (“RRWC”), a wholly-owned subsidiary of Eastside Distilling, Inc. (“Eastside” or the “registrant”) entered into that certain Termination and Inventory Purchase Agreement (the “Termination Agreement”) dated as of February 2, 2021 with Redneck Spirits Group LLC (“RSG”), pursuant to which, on February 5, 2021, RRWC sold all of its inventory of Redneck Riviera, Granny Rich, and Howdy Dew distilled spirits products, including finished goods, raw materials, and barrel inventory, as well as all assignable certificates of label approval/exemption, branding, permits, and registrations relating thereto, for Four Million Seven Hundred Twenty Thousand Six Hundred Sixty One dollars ($4,720,661), subject to adjustment as set forth in the Termination Agreement. In addition, Eastside terminated that certain Amended and Restated License Agreement (the “License Agreement”) dated May 31, 2018 by and among Eastside, RRWC, Rich Marks, LLC, and John D. Rich TISA Trust U/A/D March 27, 2018, Dwight P. Miles, Trustee in exchange for Three Million dollars ($3,000,000). In connection with the Termination Agreement, we entered into that certain Supplier Agreement (the “Supplier Agreement”) dated as of February 2, 2021 with RSG, pursuant to which we agreed to produce certain products, or “skus”, and perform specified services for RSG for a six (6) month period on the terms and conditions set forth in the Supplier Agreement.
On January 29, 2021, the Small Business Administration (“SBA”) notified the Company that it approved the Company’s request for full forgiveness of that certain Payroll Protection Program (“PPP”) loan in the principal amount of $1,044,500. As a result of the SBA’s decision to approve the Company’s request for forgiveness, the SBA paid the entire outstanding balance of the PPP loan, which is now considered paid in full.
On February 10, 2021, the Company issued 1,200,000 shares of its common stock (the “Shares”) to certain affiliates of Intersect Beverage, LLC, a California limited liability company (“Intersect”) pursuant to that certain Asset Purchase Agreement dated September 12, 2019 by and between the Company and Intersect. The Shares constitute the “Fixed Shares” due to Intersect pursuant to the Asset Purchase Agreement. By mutual agreement of the parties, the Company issued the Shares approximately 45 days before the Shares were due to be issued pursuant to the Asset Purchase Agreement. The Company offered and sold the Shares pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company will file a prospectus supplement to its effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2018 and declared effective by the SEC on August 29, 2018 (File No. 333-226912) or other registration statement on Form S-3, in connection with the sale of the Shares.
As of the date of this the report, the Company believes it has regained compliance with Nasdaq’s stockholders’ equity requirement based upon the specific transactions and events referenced above. Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting.
Live Oak Maturity Date Extension
On January 10, 2021, Eastside Distilling, Inc. (“Eastside” or the “Company”) entered into an amendment to that certain loan agreement (the “Loan Agreement”) between Eastside and its wholly-owned subsidiaries MotherLode LLC, an Oregon limited liability company, Big Bottom Distilling, LLC, an Oregon limited liability company, Craft Canning + Bottling, LLC, an Oregon limited liability company, Redneck Riviera Whiskey Co., LLC, a Tennessee limited liability company, and Outlandish Beverages LLC, an Oregon limited liability company (collectively, the “Borrowers” and each a “Borrower”) and Live Oak Banking Company, a North Carolina banking corporation (“Lender”) to extend the maturity date to April 13, 2021. All other material terms of the Loan Agreement remain unchanged.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 99.1 | Press Release dated February 16, 2021. |
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: February 16, 2021
| EASTSIDE DISTILLING, INC. | ||
| By: | /s/ Geoffrey Gwin | |
| Geoffrey Gwin | ||
| Chief Financial Officer | ||
Exhibit 99.1
Eastside Distilling, Inc. Renews NASDAQ Equity Compliance
PORTLAND, Ore., Feb. 16, 2021 /PRNewswire/ — Eastside Distilling, Inc. (“Eastside” or the “Company”) (NASDAQ: EAST) announced today that it has progressed its balance sheet initiatives in order to exceed NASDAQ’s ongoing shareholder equity listing standards. The three areas of improvement have come from (1) Paycheck Protection Program forgiveness of $1,044,500; (2) the conversion of debt to equity of $5,618,000 by issuing 1,200,000 shares per the Azuñia earnout agreement; and (3) the close of the Redneck Riviera transaction delivering an estimated $4,000,000, benefit to equity.
In addition to the above mentioned improvements, the Company has executed an amendment to its senior loan facility with Live Oak Bank to extend the maturity to April 13, 2021 and expects the facility to be extended into 2022. The Company will update investors on these actions and its progress on the 4th quarter earnings call in March. “We have made good progress on our balance sheet initiatives and have significantly increased the overall liquidity of the Company,” Geoffrey Gwin, CFO of Eastside, commented. “Management continues to build a balance sheet that can support the operating plan and take advantage of the fast-growing craft spirits marketplace,” Gwin added.
About Eastside Distilling
Eastside Distilling, Inc. (NASDAQ: EAST) has been producing high-quality, award-winning craft spirits in Portland, Oregon, since 2008. The Company is distinguished by its highly decorated product lineup that includes Azuñia Tequilas, Burnside Whiskeys, Hue-Hue Coffee Rum, and Portland Potato Vodkas. All Eastside spirits are crafted from natural ingredients for quality and taste. Eastside’s Craft Canning + Bottling subsidiary is one of the Northwest’s leading independent ready-to-drink canners.
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; the impact of COVID-19 and related business disruption, the Company’s ongoing financing requirements and ability to achieve any financing, 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 the strategic focus, product verticals, anticipated revenue and profitability, the ability to reduce operating or other expenses, the anticipated demand from the craft beer industry, the effects of COVID-19, including the impact on sales, and the success of initiatives implemented to address the business disruption resulting from COVID-19 and earnings guidance for 2020 and beyond. The Company assumes no obligation to update the cautionary information in this release.
CONTACT: Amy Brassard, abrassard@eastsidedistilling.com