Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard.
Nasdaq Minimum Bid Price Requirement
On June 3, 2022 Eastside Distilling received written notice from the Listing
Qualifications Department (the "Staff") of the Nasdaq Stock Market, LLC
("Nasdaq") that, for the preceding 30 consecutive business days, the closing bid
price for Eastside Distilling's Common Stock had been below $1.00 per share and,
as a result, Eastside Distilling was not in compliance with the $1.00 minimum
bid price requirement for continued listing on the Nasdaq Capital Market, as set
forth in Nasdaq Listing Rule 5550(a)(2) (the "Bid Price Requirement"). In
accordance with Nasdaq rules, Eastside Distilling was provided a period of 180
calendar days, or until November 30, 2022, to regain compliance with the Bid
Price Requirement. On December 1, 2002, the Staff extended the period within
which Eastside Distilling could regain compliance with the Bid Price Requirement
to May 30, 2023.
On May 30, 2023, the Staff informed Eastside Distilling that its common stock
had regained compliance with the Bid Price Requirement.
Nasdaq Stockholders" Equity Requirement
On April 5, 2023, Eastside Distilling, Inc. received a deficiency letter from
the Nasdaq Staff notifying Eastside Distilling that its stockholders' equity as
reported in its Annual Report on Form 10-K for the period ending December 31,
2022, did not satisfy the continued listing requirement under Nasdaq Listing
Rule 5550(b)(1) (the "Equity 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 provided Eastside Distilling a period of 45 calendar days, or
until May 22, 2023, to submit a plan to regain compliance with the Equity Rule
Requirement. Eastside Distilling submitted its plan on May 22, 2023. On June 8,
2023 the Staff extended to September 30, 2023 the date by which Eastside
Distilling may regain compliance with the Equity Rule.
The plan for returning to compliance with the Equity Rule submitted by Eastside
Distilling relies primarily on our achievement of three improvements to equity:
? Entry into a binding agreement with our principal creditors incorporating
terms now set forth in a non-binding Term Sheet, which contemplates exchange
of $6.2 million of debt for equity at an exchange rate of no less than $4.00
per common share equivalent and no more than $4.80 per common share
equivalent.
? Consummating an at-the-market offering of common stock for proceeds of not
less than $1.3 million.
? Achieving a steady month-to-month increase in sales, particularly through
increased utilization of our new Hinterkopf can printer.
In the event that Eastside Distilling is unable to demonstrate compliance with
the Equity Rule as of September 30, 2023, its common stock will be subject to
delisting from Nasdaq.
Item 7.01 Regulation FD Disclosure.
On June 14, 2023, Eastside issued a press release, the text of which is
furnished as Exhibit 99.1 to this current report. The press release contained
information relating to the events described under Item 3.01 above.
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 9.01 Financial Statements and Exhibits
Exhibits
99.1 Press release dated June 13, 2023
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