Amendment: SEC Form SC 13G/A filed by Eastside Distilling Inc.

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

(Amendment No. 4)¹

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Does not consist of (i) 550,306 shares of the Issuer’s Common Stock, par value $0.0001 (the “Common Stock”), issuable to Bigger Capital upon conversion of shares of the Issuer’s Series D Preferred Stock, $0.0001 par value per share (“Series D Preferred Stock”), because the shares of Series D Preferred Stock are subject to a 9.99% blocker and (ii) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of the Issuer’s Series E Preferred Stock, $0.0001 par value per share (“Series E Preferred Stock”), because the shares of Series E Preferred Stock are subject to a 9.99% blocker.

* Does not consist of (i) 550,306 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% blocker and (ii) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% blocker.

* Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% blocker and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% blocker.

* Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% blocker and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% blocker.

* Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% blocker and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% blocker.

* Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% blocker and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% blocker.

* Does not consist of 291,324 shares of Common Stock issuable to B.A.D. upon conversion of the Issuer’s Series C Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), because the Series C Preferred Stock is subject to a 9.99% blocker.

* Does not consist of 291,324 shares of Common Stock issuable to B.A.D. upon conversion of shares of the Series C Preferred Stock because the Series C Preferred Stock is subject to a 9.99% blocker.

* Consists of (i) 4,808 shares of Common Stock owned by Bigger Capital, (ii) 4,808 shares of Common Stock owned by District 2 CF and (iii) 382,250 shares of Common Stock owned by B.A.D. Does not consist of (a) 550,306 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% blocker, (b) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% blocker, (c) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% blocker, (d) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% blocker, and (e) 291,324 shares of Common Stock issuable to B.A.D. upon conversion of shares of the Series C Preferred Stock because the Series C Preferred Stock is subject to a 9.99% blocker.

Eastside Distilling, Inc., a Nevada corporation (the “Issuer”).

2321 NE Argyle Street, Unit D

Portland, Oregon 97211

Bigger Capital Fund, LP (“Bigger Capital”)

11700 W Charleston Blvd. 170-659

Las Vegas, NV 89135

Citizenship: Delaware

Bigger Capital Fund GP, LLC (“Bigger GP”)

11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135

Citizenship: Delaware

District 2 Capital Fund LP (“District 2 CF”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

District 2 Capital LP (“District 2”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

District 2 GP LLC (“District 2 GP”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

District 2 Holdings LLC (“District 2 Holdings”)

14 Wall Street, 2^nd Floor

Huntington, NY 11743

Citizenship: Delaware

The B.A.D. Company, LLC (“B.A.D.”)

11700 W Charleston Blvd. 170-659

Las Vegas, NV 89135

Citizenship: Delaware

Bigger Capital, LLC

11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135

Citizenship: Delaware

Michael Bigger

11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135

Citizenship: USA

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

Common Stock, $0.0001 par value.

277802401

As of October 21, 2024, Bigger Capital beneficially owned 4,808 shares of Common Stock. Does not consist of (i) 550,306 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation and (ii) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 4,808 shares of Common Stock owned by Bigger Capital. Does not consist of (i) 550,306 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation and (ii) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation.

As of October 21, 2024, District 2 CF beneficially owned 4,808 shares of Common Stock. Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 4,808 shares of Common Stock owned by District 2 CF. Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 4,808 shares of Common Stock owned by District 2 CF. Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 4,808 shares of Common Stock owned by District 2 CF. Does not consist of (i) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation and (ii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation.

As of October 21, 2024, B.A.D. beneficially owned 382,250 shares of Common Stock. Does not consist of 291,324 shares of Common Stock issuable to B.A.D. upon conversion of Series C Preferred Stock because the Series C Preferred Stock is subject to a 9.99% beneficial ownership limitation.

Bigger Capital, LLC, as the manager of B.A.D., may be deemed to beneficially own the 382,250 shares of Common Stock owned by B.A.D. Does not consist of 291,324 shares of Common Stock issuable to B.A.D. upon conversion of Series C Preferred Stock because the Series C Preferred Stock is subject to a 9.99% beneficial ownership limitation.

Mr. Bigger, as the managing member of Bigger GP, the managing member of District 2 Holdings and the managing member of Bigger Capital, LLC, may be deemed to beneficially own the (i) 4,808 shares of Common Stock owned by Bigger Capital, (ii) 4,808 shares of Common Stock owned by District 2 CF and (iii) 382,250 shares of Common Stock owned by B.A.D. Does not consist of (a) 550,306 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation, (b) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation, (c) 868,994 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock because the shares of Series D Preferred Stock are subject to a 9.99% beneficial ownership limitation, (d) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock because the shares of Series E Preferred Stock are subject to a 9.99% beneficial ownership limitation, and (e) 291,324 shares of Common Stock issuable to B.A.D. upon conversion of shares of the Series C Preferred Stock because the Series C Preferred Stock is subject to a 9.99% beneficial ownership limitation.

The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person or any other person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. Each of District 2, District 2 GP, District 2 Holdings and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by District 2 CF. Each of Bigger Capital, LLC and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by B.A.D. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.

The following percentages are based on 3,540,625 shares of Common Stock outstanding as of October 7, 2024 as disclosed in a certain Amendment No. 1 to the Agreement and Plan of Merger and Reorganization, by and among the Issuer, East Acquisition Sub, Inc. and Beeline Financial Holdings, Inc., filed in the Issuer’s Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 7, 2024.

As of the close of business on October 21, 2024, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (ii) each of District 2 CF, District 2, District 2 GP and District 2 Holdings may be deemed to beneficially own less than one percent of the outstanding shares of Common Stock, (iii) B.A.D. and Bigger Capital, LLC may be deemed to beneficially own approximately 9.7% of the outstanding shares of Common Stock and (iv) Mr. Bigger may be deemed to beneficially own approximately 9.99% of the outstanding shares of Common Stock.

Pursuant to the terms of the Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, the Reporting Persons cannot convert the Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own after any such conversion more than 9.99% of the outstanding shares of Common Stock (the “Blockers”), and the percentage set forth in Row 11 of the cover page for each Reporting Person as well as in this Item 4(b) gives effect to the Blockers. Consequently, as of October 21, 2024, the Reporting Persons were not able to convert the Series C Preferred Stock, Series D Preferred Stock or Series E Preferred Stock due to the Blockers.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

See Cover Pages Items 5-9.

Not Applicable.

Bigger GP and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by Bigger Capital. District 2, District 2 GP, District 2 Holdings and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by District 2 CF. Bigger Capital, LLC and Mr. Bigger may be deemed to share voting and dispositive power over the shares of Common Stock beneficially owned by B.A.D.

The members of The B.A.D. Company, LLC are Bigger Capital, District 2 CF, Aegis Security Insurance Company and LD Investments, LLC. The Manager of The B.A.D. Company, LLC is Bigger Capital, LLC. Aegis Security Insurance Company (“Aegis”) and LD Investments, LLC (“LDI”) each have a pecuniary interest in the securities owned by B.A.D., but do not have the authority to exercise voting or dispositive power over the securities owned by B.A.D. In addition, Bigger Capital, District 2 CF, Bigger Capital, LLC and Mr. Bigger do not have any interest in any of the securities owned by either of Aegis or LDI. Due to Aegis’ and LDI’s pecuniary interest in the securities owned by B.A.D., they could be deemed members of a group, but shall not be deemed a member of the group of the Reporting Persons indicated in this filing.

Not Applicable.

See Exhibit 99.1 previously filed with Amendment No. 3 to the Schedule 13G filed by the Reporting Persons on October 10, 2023.

Not Applicable.

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: October 23, 2024