Current Report Filing (8-k)
April 17 2020 - 05:20PM
Edgar (US Regulatory)
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): April 13, 2020
EASTSIDE
DISTILLING, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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001-38182
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20-3937596
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
[ ]
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.0001 par value
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EAST
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The
Nasdaq Stock Market LLC
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(Title of Each Class)
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(Trading Symbol)
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(Name of Each Exchange
on Which Registered)
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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
April 15, 2020, Eastside Distilling, Inc. (the “Company”) entered into a loan agreement with Live Oak Banking Company
(the “Eastside Loan”) under the Paycheck Protection Program (“PPP”), and on April 13, 2020 Craft Canning
+ Bottling, LLC (“Craft Canning”), a subsidiary of the Company, entered into a loan agreement with Live Oak Banking
Company under the PPP (the “Craft Canning Loan,” and together with the Eastside Loan, the “PPP Loans”).
The Paycheck Protection Program was established under the recently congressionally-approved Coronavirus Aid, Relief, and Economic
Security Act (the “CARES Act”) and is administered by the U.S. Small Business Administration.
The
Eastside Loan is evidenced by a promissory note in the amount of $1,044,500 and matures on April 15, 2022. The Craft Canning Loan
is evidenced by a promissory note in the amount of $393,600 and matures on April 13, 2022. Each of the PPP Loans has a 1.00% interest
rate and is subject to customary events of default including, among other things, payment defaults.
Under
the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted
under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payroll costs
and mortgage interest, rent and utility costs.
The
description of the Eastside Loan and the Craft Canning Loan is qualified in its entirety by reference to the full text of each
loan’s promissory note and related loan agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this
Current Report on Form 8-K and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
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Description
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10.1
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Promissory Note, dated April 15, 2020, by and between Eastside Distilling, Inc. and Live Oak Banking Company
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10.2
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Loan Agreement, dated April 15, 2020, by and between Eastside Distilling, Inc. and Live Oak Banking Company
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10.3
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Promissory Note, dated April 13, 2020, by and between Craft Canning + Bottling, LLC and Live Oak Banking Company
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10.4
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Loan Agreement, dated April 13, 2020, by and between Craft Canning + Bottling, LLC and Live Oak Banking Company
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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:
April 16, 2020
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EASTSIDE
DISTILLING, INC.
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By:
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/s/
Lawrence Firestone
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Lawrence Firestone
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Chief Executive
Officer
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