EASTSIDE DISTILLING, INC. (OTCMKTS:ESDI) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As a result of the actions below, effective November 18, 2019, Eastside Distilling, Inc. (“Eastside”) regained compliance with Nasdaq Listing Rule 5605(b)(1) and Nasdaq Listing Rule 5605(c)(2)(A).
On November 14, 2019, Eastside reported that, as a result of the appointment of Lawrence Firestone as Chief Executive Officer (making Mr. Firestone non-independent) and the resignation of Director Shawn Willard from the Board of Directors (the “Board”) of Eastside, Eastside was not in compliance with Nasdaq Listing Rule 5605(b)(1), which requires Eastside’s Board to consist of a majority of independent directors. In addition, as a result of the resignations of Messrs. Willard and Lawrence Firestone from the Audit Committee on November 12, 2019, Eastside was not in compliance with Rule 5605(c)(2)(A), which requires Eastside’s Audit Committee to be comprised of at least three independent directors.
As disclosed in Item 5.02 of this Current Report on Form 8-K, director Owen Lingley resigned from the Board effective as of November 18, 2019. In addition, effective November 15, 2019, Director Stephanie Kilkenny was appointed to the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee. At such time, the Board determined that Mrs. Kilkenny is an independent member of the Board.
With the appointment of Ms. Kilkenny, the membership of the committees of the Company’s Board are as follows: Audit Committee: Geoffrey Gwin (Chair), Paul Shoen, and Stephanie Kilkenny; Compensation Committee: Stephanie Kilkenny (Chair), Paul Shoen and Geoffrey Gwin; Nominating and Corporate Governance Committee: Paul Shoen (Chair), Stephanie Kilkenny and Geoffrey Gwin.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Directors
Director Owen Lingley tendered his resignation from the Board of Eastside effective as of November 18, 2019. Mr. Lingley did not serve on any Board committees at the time of his resignation.
About EASTSIDE DISTILLING, INC. (OTCMKTS:ESDI)
Eastside Distilling, Inc. (Eastside) is a manufacturer, developer, producer and marketer of master-crafted spirits. The Company’s beverage alcohol categories include bourbon, whiskey, rum and vodka. The Company operates through the marketing and distributing of hand-crafted spirits segment. Its brands include Burnside Bourbon, Burnside Oregon Oaked Bourbon, Barrel Hitch American Whiskey, Barrel Hitch Oregon Oak American Whiskey, Below Deck Silver Rum, Below Deck Ginger Rum, Below Deck Coffee Rum, Below Deck Spiced Rum, Portland Potato Vodka, Marionberry Whiskey and Cherry Bomb Whiskey. Eastside creates seasonal and limited edition handmade products, such as Advocaat (eggnog) Liqueur, Peppermint Bark Liqueur, Bier Schnapps and Holiday Spiced Liqueur. Eastside distributes its products in approximately 15 states, including Oregon, Washington, Nevada, Texas, Virginia, Indiana, Illinois, New York, New Jersey, Massachusetts, Connecticut, Minnesota, Georgia, Pennsylvania and Maryland.
