Eastside Distilling : Failure to Satisfy Listing Rule - Form 8-K

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 5, 2023

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.)

2321 NE Argyle Street, Unit D

Portland, Oregon97211

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: [phone]

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.0001 par value		EAST		The NasdaqStock Market LLC
(Title of Each Class)		(Trading Symbol)		(Name of Each Exchange on Which Registered)

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. ☐

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On April 5, 2023, Eastside Distilling, Inc. received a deficiency letter from the Listing Qualifications Department (the "Staff") of the Nasdaq Stock Market ("Nasdaq") notifying Eastside Distilling that, the Company's stockholders' equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2022 (the "Form 10-K"), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the "Listing Rule") for the Nasdaq Capital Market, which requires that a listed company's stockholders' equity be at least $2.5 million. As reported on its Form 10-K, the Company's stockholders' equity as of December 31, 2022 was a deficit of approximately $(1.5) million.

The notification has no immediate effect on Eastside Distilling's Nasdaq listing. In accordance with Nasdaq rules, Eastside Distilling has been provided a period of 45 calendar days, or until May 20, 2023 (the "Compliance Date"), to regain compliance with the Listing Rule Requirement. The Nasdaq Staff Deficiency Letter is in addition to the previous notice of deficiency that the Company received from Nasdaq on June 3, 2022 notifying the Company that the bid price for the Company's common stock for the prior thirty consecutive trading days had closed below the minimum $1.00 per share requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement").

On December 1, 2022, the Company received written notification from the Staff granting its request for a 180-day extension to regain compliance with the Bid Price Requirement. Eastside Distilling now has until May 30, 2023 to meet the requirement. If at any time prior to May 30, 2023, the bid price of the Company's Common Stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, it will regain compliance with the Bid Price Requirement. If compliance with the Bid Price Requirement cannot be demonstrated by May 30, 2023, the Staff will provide written notification that Eastside Distilling's Common Stock will be delisted from the Nasdaq Capital Market. At that time, Eastside Distilling may appeal Nasdaq's determination to a Hearings Panel. The Bid Price Requirement remains uncured as of the date of this Current Report.

The Company is currently evaluating various alternative courses of action, including submitting to Nasdaq a plan to regain compliance with the Nasdaq Capital Market listing requirements before May 20, 2023. However, there can be no assurance that the Company will be able to satisfy the Nasdaq Capital Market's continued listing requirements, regain compliance with the minimum stockholders' equity requirement or the Bid Price Requirement, or maintain compliance with the other listing requirements.

Item 9.01 Financial Statements and Exhibits

Exhibits

104	Cover page interactive data file (embedded within the iXBRL document)

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 7, 2023

	EASTSIDE DISTILLING, INC.
	By:	/s/ Geoffrey Gwin
		Geoffrey Gwin
		Chief Executive Officer