0000921895-25-000403.txt : 20250213 0000921895-25-000403.hdr.sgml : 20250213 20250213171821 ACCESSION NUMBER: 0000921895-25-000403 CONFORMED SUBMISSION TYPE: SCHEDULE 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20250213 DATE AS OF CHANGE: 20250213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Eastside Distilling, Inc. CENTRAL INDEX KEY: 0001534708 STANDARD INDUSTRIAL CLASSIFICATION: BEVERAGES [2080] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 203937596 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87659 FILM NUMBER: 25621657 BUSINESS ADDRESS: STREET 1: 2321 NE ARGYLE STREET STREET 2: UNIT D CITY: PORTLAND STATE: OR ZIP: 97211 BUSINESS PHONE: 971-888-4264 MAIL ADDRESS: STREET 1: 2321 NE ARGYLE STREET STREET 2: UNIT D CITY: PORTLAND STATE: OR ZIP: 97211 FORMER COMPANY: FORMER CONFORMED NAME: Eurocan Holdings Ltd. DATE OF NAME CHANGE: 20111110 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BIGGER CAPITAL FUND L P CENTRAL INDEX KEY: 0001288478 ORGANIZATION NAME: IRS NUMBER: 900131165 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SCHEDULE 13G/A BUSINESS ADDRESS: STREET 1: 159 JENNINGS RD CITY: COLD SPRING HARBOR STATE: NY ZIP: 11724 BUSINESS PHONE: 631-987-0235 MAIL ADDRESS: STREET 1: 159 JENNINGS RD CITY: COLD SPRING HARBOR STATE: NY ZIP: 11724 SCHEDULE 13G/A 1 primary_doc.xml SCHEDULE 13G/A 0000921895-21-001181 0001288478 XXXXXXXX LIVE 5 Common Stock, $0.0001 par value 12/31/2024 0001534708 Eastside Distilling, Inc. 277802401 2321 NE ARGYLE STREET UNIT D PORTLAND OR 97211 Rule 13d-1(c) BIGGER CAPITAL FUND L P a DE 0.00 27977.00 0.00 27977.00 27977.00 N 0 PN Bigger Capital Fund GP, LLC a DE 0.00 27977.00 0.00 27977.00 27977.00 N 0 OO District 2 Capital Fund LP a DE 0.00 27977.00 0.00 27977.00 27977.00 N 0 PN District 2 Capital LP a DE 0.00 27977.00 0.00 27977.00 27977.00 N 0 PN District 2 GP LLC a DE 0.00 27977.00 0.00 27977.00 27977.00 N 0 OO District 2 Holdings LLC a DE 0.00 27977.00 0.00 27977.00 27977.00 N 0 OO B.A.D. Company, LLC a DE 0.00 0.00 0.00 0.00 0.00 N 0 OO Bigger Capital, LLC a DE 0.00 0.00 0.00 0.00 0.00 N 0 OO Bigger Michael a X1 0.00 55954.00 0.00 55954.00 55954.00 N 1.2 IN Eastside Distilling, Inc. Bigger Capital Fund, LP ("Bigger Capital") Bigger Capital Fund GP, LLC ("Bigger GP") District 2 Capital Fund LP ("District 2 CF") District 2 Capital LP ("District 2") District 2 GP LLC ("District 2 GP") District 2 Holdings LLC ("District 2 Holdings") The B.A.D. Company, LLC ("B.A.D.") Bigger Capital, LLC Michael Bigger Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Bigger Capital Fund, LP 11700 W Charleston Blvd. 170-659 Las Vegas, NV 89135 Bigger Capital Fund GP, LLC 11700 W Charleston Blvd. 170-659 Las Vegas, NV 89135 District 2 Capital Fund LP 14 Wall Street, 2nd Floor Huntington, NY 11743 District 2 Capital LP 14 Wall Street, 2nd Floor Huntington, NY 11743 District 2 GP LLC 14 Wall Street, 2nd Floor Huntington, NY 11743 District 2 Holdings LLC 14 Wall Street, 2nd Floor Huntington, NY 11743 The B.A.D. Company, LLC 11700 W Charleston Blvd. 170-659 Las Vegas, NV 89135 Bigger Capital, LLC 11700 W Charleston Blvd. 170-659 Las Vegas, NV 89135 Michael Bigger 11700 W Charleston Blvd. 170-659 Las Vegas, NV 89135 Bigger Capital Fund, LP Delaware Bigger Capital Fund GP, LLC Delaware District 2 Capital Fund LP Delaware District 2 Capital LP Delaware District 2 GP LLC Delaware District 2 Holdings LLC Delaware The B.A.D. Company, LLC Delaware Bigger Capital, LLC Delaware Michael Bigger USA Y As of February 1, 2025, Bigger Capital beneficially owned 27,977 shares of Common Stock. Does not consist of: (i) 75,047 shares issuable upon the exercise of Pre-Funded Warrants, the exercise of which is subject to shareholder approval, (ii) 1,031,787 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock, which is not convertible until April 7, 2025, and (iii) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series E Preferred Stock, which is not convertible until November 1, 2025. Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the 27,977 shares of Common Stock owned by Bigger Capital. As of February 1, 2025, District 2 CF beneficially owned 27,977 shares of Common Stock. Does not consist of: (i) 75,047 shares issuable upon the exercise of Pre-Funded Warrants, the exercise of which is subject to shareholder approval, (ii) 1,350,476 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock, which is not convertible until April 7, 2025, and (iii) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock, which is not convertible until November 1, 2025. District 2, as the investment manager of District 2 CF, may be deemed to beneficially own the 27,977 shares of Common Stock owned by District 2 CF. District 2 GP, as the general partner of District 2 CF, may be deemed to beneficially own the 27,977 shares of Common Stock owned by District 2 CF. District 2 Holdings, as the managing member of District 2 GP, may be deemed to beneficially own the 27,977 shares of Common Stock owned by District 2 CF. 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) 27,977 shares of Common Stock owned by Bigger Capital, and (ii) 27,977 shares of Common Stock owned by District 2 CF. Does not consist of (a) 75,047 shares issuable upon the exercise of Pre-Funded Warrants, the exercise of which is subject to shareholder approval, (b) 1,031,787 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series D Preferred Stock, which is not convertible until April 7, 2025, (c) 400,000 shares of Common Stock issuable to Bigger Capital upon conversion of shares of Series E Preferred Stock, which is not convertible until November 1, 2025, (d) 75,047 shares issuable upon the exercise of Pre-Funded Warrants, the exercise of which is subject to shareholder approval, (e) 1,350,476 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series D Preferred Stock, which is not convertible until April 7, 2025, (f) 600,000 shares of Common Stock issuable to District 2 CF upon conversion of shares of Series E Preferred Stock, which is not convertible until November 1, 2025. 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. 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. After the last Schedule 13G amendment filed by the Reporting Persons on October 23, 2024, B.A.D. distributed to its members all the securities it held in the Issuer. Bigger Capital, LLC was the manager of B.A.D. Accordingly, B.A.D. and Bigger Capital, LLC no longer are deemed the beneficial owners of any securities of the Issuer. The following percentages are based on 4,689,503 shares of Common Stock outstanding as of January 31, 2025, as disclosed in the Amendment No. 1 to Form S-3 filed by the Issuer with the Securities and Exchange Commission on February 11, 2025. As of the close of business on February 1, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 0 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 0 percent of the outstanding shares of Common Stock, and (iii) Mr. Bigger may be deemed to beneficially own approximately 1.2% of the outstanding shares of Common Stock. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. N Y Y Y N See Exhibit 99.1 previously filed with Amendment No. 3 to the Schedule 13G filed by the Reporting Persons on October 10, 2023. Y N By signing below I certify that, to the best of my 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, other than activities solely in connection with a nomination under ?? 240.14a-11. BIGGER CAPITAL FUND L P /s/ Michael Bigger 02/13/2025 Bigger Capital Fund GP, LLC /s/ Michael Bigger 02/13/2025 District 2 Capital Fund LP /s/ Michael Bigger 02/13/2025 District 2 Capital LP /s/ Michael Bigger 02/13/2025 District 2 GP LLC /s/ Michael Bigger 02/13/2025 District 2 Holdings LLC /s/ Michael Bigger 02/13/2025 B.A.D. Company, LLC /s/ Michael Bigger 02/13/2025 Bigger Capital, LLC /s/ Michael Bigger 02/13/2025 Bigger Michael /s/ Michael Bigger 02/13/2025