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

 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. 2)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).

* As more fully described in Item 4, the Secured Convertible Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.

* As more fully described in Item 4, the Secured Convertible Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.

* As more fully described in Item 4, the Secured Convertible Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.

* As more fully described in Item 4, the Secured Convertible Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.

* As more fully described in Item 4, the Secured Convertible Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.

* As more fully described in Item 4, the Secured Convertible Promissory Note and Warrants are subject to a 9.99% blocker. Due to these blockers and similar blockers contained in a Secured Convertible Note and Warrants held by an affiliated entity, the Warrants and Secured Convertible Note reported above may not be able to be fully exercised.

* Consists of (1) 96,153 shares of Common Stock owned by Bigger Capital, (ii) 681,818 shares of Common Stock owned by Bigger Capital issuable upon conversion of a secured convertible promissory note, (iii) 409,091 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, (iv) 96,153 shares of Common Stock owned by District 2 CF, (v) 681,818 shares of Common Stock owned by District 2 CF issuable upon conversion of a secured convertible promissory note, and (vi) 409,091 shares of Common Stock issuable upon exercise of Warrants owned by District 2 CF. As more fully described in Item 4, the secured convertible promissory notes and Warrants are subject to a 9.99% blocker, and the percentage set forth in row (11) gives effect to such blockers. However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon the exercise of all such Warrants and do not give effect to such blockers. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to such blockers, is less than the number of securities reported in rows (6), (8) and (9).  

Eastside Distilling, Inc., a Nevada corporation.

8911 NE Marx Dr, Suite A2,

Portland, Oregon 97220

Bigger Capital Fund, LP (“Bigger Capital”)

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

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

2250 Red Springs Drive
Las Vegas, NV 89135

Citizenship: Delaware

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

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Capital LP (“District 2”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 GP LLC (“District 2 GP”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

District 2 Holdings LLC (“District 2 Holdings”)

175 W. Carver Street

Huntington, NY 11743

Citizenship: Delaware

Michael Bigger

2250 Red Springs Drive
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, $.0001 par value.

277802302

As of December 31, 2022, Bigger Capital beneficially owned 96,153 shares of Common Stock, an aggregate of 681,818 shares issuable upon conversion of a secured convertible promissory note with a conversion price of $2.20 per share (the “Note(s)”) and an aggregate of 409,091 shares of Common Stock issuable upon the exercise of Warrants (collectively the “Warrants”). As described below, the Notes and Warrants contain a 9.99% beneficial ownership limitation.

Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 96,153 shares of Common Stock, 681,818 shares of Common Stock issuable upon exercise of a Note and 409,091 shares of Common Stock issuable upon exercise of Warrants held by Bigger Capital.

As of December 31, 2022, District 2 CF owned 96,153 shares of Common Stock, an aggregate of 681,818 shares of Common Stock issuable upon conversion of a Note and 409,091 shares of Common Stock issuable upon the exercise of Warrants.

District 2, as the investment manager of District 2 CF, may be deemed to beneficially own 96,153 shares of Common Stock, 681,818 shares of Common Stock issuable upon conversion of a Note and the 409,091 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by District 2 CF.

District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own 96,153 shares of Common Stock, 681,818 shares of Common Stock issuable upon conversion of a Note and the 409,091 shares of Common Stock issuable upon exercise of the Warrants held by District 2 CF.

District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own 96,153 shares of Common Stock, 681,818 shares of Common Stock issuable upon conversion of a Note and the 409,091 shares of Common Stock issuable upon exercise of the Warrants held by District 2 CF.

Mr. Bigger, as the managing member of Bigger GP and the managing member of District 2 Holdings, may be deemed to beneficially own the (i) 96,153 shares of Common Stock by Bigger Capital, (ii) 681,818 shares of Common Stock beneficially owned by Bigger Capital, issuable upon conversion of a Note, (iii) 96,153 shares of Common Stock owned by District 2 CF, (iv) 681,818 shares of Common Stock owned by District 2 CF, issuable upon conversion of a Note, (v) 409,091 shares of Common Stock, issuable upon exercise of Warrants owned by Bigger Capital and (vi) 409,091 shares of Common Stock, issuable upon exercise of Warrants owned by District 2 CF.

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. 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. 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 15,739,179 shares of Common Stock outstanding as of November 14, 2022 as reported in the Company’s Form 10-Q for the period ended September 30, 2022, filed by the Issuer with the Securities Exchange Commission on November 14, 2022.

As of the close of business on December 31, 2022, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 7.1% 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 7.1% of the outstanding shares of Common Stock and (iii) Mr. Bigger may be deemed to beneficially own approximately 9.9% of the outstanding shares of Common Stock.

Pursuant to the terms of the Notes and Warrants, the Reporting Persons cannot exercise the Warrants to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise, 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 Mr. Bigger as well in this Item 4(b) gives effect to the Blockers. Mr. Bigger may be deemed to be the beneficial owner of more than 9.99% of the outstanding shares of Common Stock. Consequently, as of the date of the event which requires the filing of this statement, the Reporting Persons were not able to convert or exercise all of the Notes and Warrants 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.

Not Applicable.

See Exhibit 99.1. Previously filed.

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 his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2023