美國

證券和交易所委員會

華盛頓特區20549

13G表

（規則13d-102）

根據規則13d-1(a)和其修訂版本提交的聲明應包括的信息

根據規則13d-1(b)、(c)和(d)及其修改文件提交

根據規則13d-2(b)提交

（第4次修訂）¹

請選擇適當的盒子標記本日程表提交的規則：

1本封面的其餘部分應該由報告人填寫，涉及主要證券類別的首次申報，以及包含可能改變之前封面披露信息的任何後續修正。

根據§ 240.13d-2(a)提交的修改和補充報表請參閱該票據 ).

* 不包括髮行者普通股，面值爲$0.0001（「普通股」），可由大資本轉換髮行者D系列優先股，每股面值$0.0001（「D系列優先股」）時發行的550,306股股份，因爲D系列優先股股份受到9.99%的限制；以及不包括髮行者普通股，面值爲$0.0001，可由大資本轉換髮行者E系列優先股，每股面值爲$0.0001（「E系列優先股」）時發行的400,000股股份，因爲E系列優先股股份受到9.99%的限制。

* 不包括（i）發行給Bigger Capital的550,306股普通股，因爲系列D優先股的股份受9.99%阻止器限制，以及（ii）發行給Bigger Capital的400,000股普通股，因爲系列E優先股的股份受9.99%阻止器限制。

* 因爲D輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的868,994股普通股；因爲E輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的600,000股普通股。

* 因爲D輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的868,994股普通股；因爲E輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的600,000股普通股。

* 因爲D輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的868,994股普通股；因爲E輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的600,000股普通股。

* 因爲D輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的868,994股普通股；因爲E輪優先股受到9.99%的限制，不包括向第2區CF轉換後可發行的600,000股普通股。

* 不包括291,324股普通股 可轉換爲發行人系列C優先股，每股面值$0.0001美元（「系列C優先股」），因爲系列C優先股受到9.99%的限制。

* 不包括髮行給b.A.D.的291,324股普通股，因爲C優先股受到9.99%的限制。

* 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