Form 4: Eastside Distilling Subsidiary CEO Acquires Convertible Preferred Stock and Warrants

Nicholas Reyland Liuzza Jr., CEO of an Eastside Distilling subsidiary, acquired Series G Convertible Preferred Stock and warrants through a Securities Purchase Agreement and forgiveness of a bridge loan.

Summary

• Nicholas Reyland Liuzza Jr., CEO of a subsidiary of Eastside Distilling, Inc., filed a Form 4 detailing changes in beneficial ownership.
• On February 10, 2025, Liuzza acquired 1,284,314 shares of Series G Convertible Preferred Stock and 642,157 warrants to purchase common stock for $655,000.
• On February 17, 2025, Liuzza acquired 1,372,549 shares of Series G Convertible Preferred Stock and 686,275 warrants to purchase common stock by forgiving a $700,000 bridge loan.
• The Series G Convertible Preferred Stock has a conversion price of $0.51 and the warrants have an exercise price of $0.65.
• The warrants have a term of five years from the date of issuance.
• Shareholder approval is required before the Series G can be converted and the warrants can be exercised.

Sentiment

Score: 7

Explanation: The document indicates a positive investment by a key executive, suggesting confidence in the company. However, shareholder approval is needed for full realization of the investment's potential.

Positives

• The CEO's investment in Series G Convertible Preferred Stock and warrants demonstrates confidence in the company's future.
• The forgiveness of a $700,000 bridge loan strengthens the company's financial position.

Negatives

• Shareholder approval is required before the Series G can be converted and the warrants can be exercised, which introduces uncertainty.

Risks

• The value of the Series G Convertible Preferred Stock and warrants is dependent on the company's performance and market conditions.
• Failure to obtain shareholder approval for the conversion of the Series G and exercise of the warrants could negatively impact the investor's return.

Future Outlook

The future value of the acquired securities depends on Eastside Distilling's performance and shareholder approval for conversion and exercise.

Industry Context

Acquisitions of convertible preferred stock and warrants are common financing methods for companies seeking capital, particularly in the beverage industry.

Related Party Transactions

• The forgiveness of a $700,000 bridge loan by Nicholas Liuzza Jr. is a related party transaction.

Stakeholder Impact

• Shareholders will be impacted by the potential dilution from the conversion of the Series G Convertible Preferred Stock and the exercise of the warrants.
• The company's financial stability is improved by the forgiveness of the bridge loan.

Next Steps

• Eastside Distilling will need to seek shareholder approval for the conversion of the Series G Convertible Preferred Stock and the exercise of the warrants.

Key Dates

Keywords

Series G Convertible Preferred Stock, Warrants, Eastside Distilling, Beneficial Ownership, Form 4, Liuzza, Securities Purchase Agreement