Filing Details

 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. )¹

 

Eastside Distilling, Inc.

(Name of Issuer)

Common Stock, $.0001 par value

(Title of Class of Securities)

277802302

(CUSIP Number)

April 20, 2021

(Date of Event Which Requires Filing of this Statement)

 

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

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

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).

 

1

NAME OF REPORTING PERSON

Bigger Capital Fund, LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%*

12

TYPE OF REPORTING PERSON

PN

* 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.

 

1

NAME OF REPORTING PERSON

Bigger Capital Fund GP, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%*

12

TYPE OF REPORTING PERSON

OO

* 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.

 

 

1

NAME OF REPORTING PERSON

District 2 Capital Fund LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%*

12

TYPE OF REPORTING PERSON

PN

* 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.

 

 

1

NAME OF REPORTING PERSON

District 2 Capital LP

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%*

12

TYPE OF REPORTING PERSON

PN

* 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.

 

 

1

NAME OF REPORTING PERSON

District 2 GP LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%*

12

TYPE OF REPORTING PERSON

OO

* 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.

 

 

1

NAME OF REPORTING PERSON

District 2 Holdings LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

681,818 shares of Common Stock issuable upon conversion of a secured convertible promissory note 409,091 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

8.0%*

12

TYPE OF REPORTING PERSON

OO

* 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.

 

 

1

NAME OF REPORTING PERSON

Michael Bigger

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☒

(b) ☐

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

USA

NUMBER OF

5

SOLE VOTING POWER

SHARES

BENEFICIALLY

0

OWNED BY

6

SHARED VOTING POWER

EACH

REPORTING

1,363,636 shares of Common Stock issuable upon a conversion of a secured convertible note* 818,182 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

PERSON WITH

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

1,363,636 shares of Common Stock issuable upon a conversion of a secured convertible note * 818,182 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,363,636 shares of Common Stock issuable upon a conversion of a secured convertible note * 818,182 shares of Common Stock issuable upon exercise of Warrants (See Item 4)*

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

9.9%*

12

TYPE OF REPORTING PERSON

IN

* Consists of 681,818 shares of Common Stock owned by Bigger Capital issuable upon conversion of a secured convertible promissory note, 409,091 shares of Common Stock issuable upon exercise of Warrants owned by Bigger Capital, 681,818 shares of Common Stock owned by District 2 CF issuable upon conversion of a secured convertible promissory note, and 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).

 

Item 1(a).

Name of Issuer:

Eastside Distilling, Inc., a Nevada corporation.

Item 1(b).

Address of Issuer’s Principal Executive Offices:

8911 NE Marx Dr, Suite A2,

Portland, Oregon 97220

 

Item 2(a).

Name of Person Filing

Item 2(b).

Address of Principal Business Office or, if None, Residence

Item 2(c).

Citizenship

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.”

Item 2(d).

Title of Class of Securities:

Common Stock, $.0001 par value.

Item 2(e).

CUSIP Number:

277802302

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

		/x/	Not applicable.
	(a)	/ /	Broker or dealer registered under Section 15 of the Exchange Act.
	(b)	/ /	Bank as defined in Section 3(a)(6) of the Exchange Act.
	(c)	/ /	Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d)	/ /	Investment company registered under Section 8 of the Investment Company Act.
	(e)	/ /	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
	(f)	/ /	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F).
	(g)	/ /	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G).
	(h)	/ /	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i)	/ /	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.
	(j)	/ /	A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J).
	(k)	/ /	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
			If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4.

Ownership

(a)

Amount beneficially owned:

As of April 29, 2021, Bigger Capital beneficially owned 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, at an exercise price of $2.65 per share (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 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 April 29, 2021, District 2 CF beneficially owned 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 the 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 the 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 the 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) 681,818 shares of Common Stock beneficially owned by Bigger Capital, issuable upon conversion of a Note, (ii) 681,818 shares of Common Stock owned by District 2 CF, issuable upon conversion of a Note, (iii) 409,091 shares of Common Stock, issuable upon exercise of Warrants owned by Bigger Capital, and (iv) 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.

(b)

Percent of class:

The following percentages are based on 12,531,346 shares of Common Stock outstanding as of April 19, 2021 as reported in a Securities Purchase Agreement between certain Reporting Persons and the Issuer.

As of the close of business on April 29, 2021, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own approximately 8.0% 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 8.0% 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.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote

See Cover Pages Items 5-9.

(ii)

Shared power to vote or to direct the vote

See Cover Pages Items 5-9.

(iii)

Sole power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

(iv)

Shared power to dispose or to direct the disposition of

See Cover Pages Items 5-9.

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

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.

Item 7.

Identification and Classification of the Subsidiary That Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

See Exhibit 99.1.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certifications.

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: April 30, 2021

Bigger Capital Fund, LP			Bigger Capital Fund GP, LLC
By:	Bigger Capital Fund GP, LLC, its general partner		By:	/s/ Michael Bigger
				Michael Bigger
By:	/s/ Michael Bigger			Managing Member
	Michael Bigger
	Managing Member
			District 2 Capital LP
District 2 Capital Fund LP			By:	/s/ Michael Bigger
				Michael Bigger
By:	District 2 GP LLC, its general partner			Managing Member
By:	/s/ Michael Bigger
	Michael Bigger		District 2 Holdings LLC
	Managing Member
			By:	/s/ Michael Bigger
				Michael Bigger
District 2 GP LLC				Managing Member
By:	/s/ Michael Bigger
	Michael Bigger		/s/ Michael Bigger
	Managing Member		Michael Bigger