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. 3)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) 65,458 shares of the Issuer’s Common Stock, par value $0.0001 (the “Common Stock”), issuable to Bigger Capital upon conversion of an Amended and Restated Secured Convertible Promissory Note (the “Bigger Note”) because the Bigger Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of an Amended and Restated Warrant (the “Bigger Warrant”) that is exercisable within 60 days because the Bigger Warrant is subject to a 9.99% blocker.

* Does not consist of (i) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant is subject to a 9.99% blocker.

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of an Amended and Restated Secured Convertible Promissory Note (the “District Note”) because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of an Amended and Restated Warrant (the “District Warrant”) that is exercisable within 60 days because the District Warrant is subject to a 9.99% blocker.

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is subject to a 9.99% blocker.

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is subject to a 9.99% blocker.

* Does not consist of (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is subject to a 9.99% blocker.

* Does not consist of 1,838,000 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 “Preferred Stock”), because the Preferred Stock is subject to a 9.99% blocker.

* Does not consist of 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the 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) 296,722 shares of Common Stock owned by B.A.D. Does not consist of (a) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note is subject to a 9.99% blocker, (b) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant is subject to a 9.99% blocker, (c) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note is subject to a 9.99% blocker, (d) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant is subject to a 9.99% blocker and (e) 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of Preferred Stock because the 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 September 29, 2023, Bigger Capital beneficially owned 4,808 shares of Common Stock. Does not include the (i) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant contains 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 include the (i) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant contains a 9.99% beneficial ownership limitation.

As of September 29, 2023, District 2 CF beneficially owned 4,808 shares of Common Stock. Does not include the (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains 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 include the (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains 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 include the (i) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains 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 include the (i) 65,458 shares of Common Stock issuable to District CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation and (ii) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains a 9.99% beneficial ownership limitation.

As of September 29, 2023, B.A.D. beneficially owned 296,722 shares of Common Stock. Does not include the 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the Preferred Stock contains a 9.99% beneficial ownership limitation.

Bigger Capital, LLC, as the manager of B.A.D., may be deemed to beneficially own the 296,722 shares of Common Stock owned by B.A.D. Does not include the 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the Preferred Stock contains 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) 296,722 shares of Common Stock owned by B.A.D. Does not include the (a) 65,458 shares of Common Stock issuable to Bigger Capital upon conversion of the Bigger Note because the Bigger Note contains a 9.99% beneficial ownership limitation, (b) 22,500 shares of Common Stock issuable to Bigger Capital upon exercise of the Bigger Warrant that is exercisable within 60 days because the Bigger Warrant contains a 9.99% beneficial ownership limitation, (c) 65,458 shares of Common Stock issuable to District 2 CF upon conversion of the District Note because the District Note contains a 9.99% beneficial ownership limitation, (d) 22,500 shares of Common Stock issuable to District 2 CF upon exercise of the District Warrant that is exercisable within 60 days because the District Warrant contains a 9.99% beneficial ownership limitation and (e) 1,838,000 shares of Common Stock issuable to B.A.D. upon conversion of the Preferred Stock because the Preferred Stock contains 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 1,539,402 shares of Common Stock outstanding as of September 29, 2023 as disclosed in the Debt Satisfaction Agreement filed in the Issuer’s Form 8-K filed by the Issuer with the Securities and Exchange Commission on September 29, 2023. Such 1,539,402 shares of Common Stock includes the 296,722 shares of Common Stock issued to B.A.D. on September 29, 2023 in connection with the Debt Satisfaction Agreement.

As of the close of business on September 29, 2023, (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 19.3% of the outstanding shares of Common Stock and (iv) Mr. Bigger may be deemed to beneficially own approximately 19.9% of the outstanding shares of Common Stock.

Pursuant to the terms of the Bigger Note, District Note, Bigger Warrant, District Warrant and Preferred Stock, the Reporting Persons cannot exercise the Bigger Warrant or the District Warrant nor convert the Bigger Note, District Note or Preferred Stock to the extent the Reporting Persons or affiliates of the Reporting Persons would beneficially own, after any such exercise or conversion, as applicable, 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. B.A.D., Bigger Capital, LLC and Mr. Bigger may each 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 the Bigger Note, the District Note, the Bigger Warrant, the District Warrant or the 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 and Item 6 above.

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 10, 2023