true FY 0001534708

 0001534708

 2023-01-01
 2023-12-31

 0001534708

 2023-06-30

 0001534708

 2024-03-31

 U.
S. SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2023

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ___________ to _____________

 Commission
File Number 001-38182

 EASTSIDE
DISTILLING, INC.

 (Name
of small business issuer as specified in its charter)

 Nevada

 20-3937596

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 2321
NE Argyle Street, Unit D

 Portland,
 Oregon 97211

 (Address
of principal executive offices, including zip code)

 Registrant's
telephone number, including area code: (971) 888-4264

 Securities
registered pursuant to Section 12(b) of the Act:

 Common
 Stock, $0.0001 par value

 EAST

 The
 Nasdaq Stock Market LLC

 (Title
 of Each Class)

 (Trading
 Symbol)

 (Name
 of Each Exchange on Which Registered)

 Securities
registered pursuant to Section 12(g) of the Act: None

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: Yes No

by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 day. Yes No

by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data
File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or
for such shorter period that the registrant was required to submit such files). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company"
and "emerging growth company" in Rule 12b-2 if the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act. Yes No

 The
aggregate market value of the voting stock held by non-affiliates of the registrant at June 30, 2023, the last business day of the registrant's
most recently completed second fiscal quarter was $ 4,351,325 based on the last reported sales price of the registrant's common
stock as reported by the Nasdaq Stock Market on that date.

 As
of March 31, 2024, 1,705,987 shares of our common stock were outstanding.

 Documents
Incorporated by Reference: None.

 Documents
Incorporated by Reference: None.

 Audit
 Firm ID

 Auditor
 Name

 Auditor
 Location

 2738

 M&K
 CPAS, PLLC

 Houston,
 TX

 Explanatory
Note

 This
Amendment No. 1 to Form 10-K (this "Amendment" or "Amendment No. 1") amends the Annual Report on Form 10-K for
the fiscal year ended December 31, 2023 originally filed on April 1, 2024 (the "Original Filing") by Eastside Distilling,
Inc., a Nevada corporation ("Eastside," "EAST," the" Company," "we," or "us").
We are filing this Amendment to present the information required by Part III of Form 10-K as we will file our definitive proxy statement
more than 120 days after the end of our fiscal year ended December 31, 2023. The references in the Original Filing to the incorporation
by reference of our definitive proxy statement into Part III of the Original Filing are hereby deleted. In addition, Item 15 of Part
IV is being amended solely to include currently dated certifications in accordance with Rule 13a-13(a) promulgated by the SEC under the
Securities Exchange Act of 1934, as amended, with paragraphs 3, 4, and 5 omitted, since no financial statements are contained within
this Amendment. Because no financial statements are contained within this Amendment, the Company is not including certifications pursuant
to Section 906 of the Sarbanes-Oxley Act 0f 2002 or any disclosures with respect to Items 307 or 308 of Regulation S-K.

 Except
as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of
the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent
to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with our Original Filing and our other
filings made with the SEC subsequent to the filing of the Form 10-K.

 PART
III

 Item
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

 The
following is a brief description of the principal occupation and recent business experience of each of our executive officers and directors
and their ages as of March 31, 2024:

 Name

 Age

 Position

 Geoffrey
 Gwin

 Chief
 Executive Officer, Chief Financial Officer and Chairman

 Eric
 Finnsson (1)(2)(3)

 Robert
 Grammen (1)(2)(3)

 Stephanie
 Kilkenny

 and Corporate Secretary

 (1)

 Member
 of the audit committee.

 (2)

 Member
 of the compensation committee.

 (3)

 Member
 of the nominating and corporate governance committee.

 Our
board of directors currently consists of four members. All directors hold office until their successors have been elected and qualified
or until their earlier death, resignation, disqualification, or removal. Board vacancies and newly created directorships resulting from
an increase in the authorized number of directors may be filled by a majority vote of the directors then in office, even if less than
a quorum, or by a sole remaining director. Our board may establish the authorized number of directors from time to time by resolution.

 Our
executive officers are each appointed by the board and serve at the board's discretion.

 There
are no family relationships among our officers or directors.

 Executive
Officers

 Geoffrey
Gwin, age 56, was appointed as our Chief Executive Officer on February 1, 2022 and our Chief Financial Officer as of June
15, 2020. Mr. Gwin previously served as a member of the board of directors from August 2019 through June 2020. Mr. Gwin formed Group
G Capital Partners, LLC in 2003 and has continuously managed its related strategies as its Chief Investment Officer. From June 2018 until
February 2020, Mr. Gwin was a Member of Quad Capital Management Advisors, LLC and the Managing Member of Group G Capital Partners, LLC.
Mr. Gwin was the Chairman of the Board and later a Board Observer of SMArtX Advisory Solutions, Inc., a private company offering technology
solutions to wealth advisors, RIA's and other financial services firms. Mr. Gwin has held positions at Symphony Asset Management,
BHF-BANK Aktiengesellschaft, and Citibank, Inc. over the last three decades. Mr. Gwin holds a Bachelor of Science in Business from Wake
Forest University and is a Chartered Financial Analyst.

 Non-Employee
Directors

 Eric
Finnsson, age 62, was appointed to our Board of Directors on July 30, 2020. Since March 2019, Mr. Finnsson has served as chief financial
officer of GLG Life Tech Corporation, a producer of zero calorie natural sweeteners. Prior to joining GLG Life Tech Corporation, Mr.
Finnsson worked as an independent consultant, offering finance and business consulting services to start-ups and individuals investing
in China. A retired audit partner, Mr. Finnsson worked for KPMG for over 25 years in Canada, Europe and China, including three years
specializing in Global Risk Management in KPMG's International Headquarters. During his time with KPMG in China, Mr. Finnsson specialized
in auditing and advising large multinational groups in the food and beverages sector. Mr. Finnsson graduated from The University of British
Columbia in 1987 with a major in Economics and received his designation as a Canadian Chartered Accountant in 1990.

 Robert
Grammen, age 69, was appointed to our Board of Directors on June 15, 2020. Since 1999, Mr. Grammen has been affiliated with EFO Management,
LLC, where he currently serves as a managing director. EFO Management, LLC is a family investment office, where Mr. Grammen is responsible
for the origination, analysis, structure and execution of direct debt and equity investments across a wide range of asset classes that
include IT, healthcare, hospitality, spirits and real estate. Prior to joining EFO Management, LLC, Mr. Grammen served as a vice president
of International Trading Group, focusing on the purchase, restructure, and sale of distressed municipal bond debt. Mr. Grammen received
his Bachelor of Arts in Economics from Bethany College, Bethany, West Virginia.

 Stephanie
Kilkenny, age 52, was appointed to our Board of Directors on October 24, 2019. Ms. Kilkenny was the former managing director of Azu ia
Tequila, and together with her spouse, owns and controls TQLA, LLC ("TQLA"), the majority owner of Intersect Beverage, LLC.
Ms. Kilkenny holds a BS Psychology from Ursinus College in Pennsylvania and relocated to California immediately upon earning her degree.
She began her post-college career in Client Services at the corporate offices of Mail Boxes Etc. and as an Operations Manager at the
corporate offices of Insurance Express Services. After a few years in the corporate world, Ms. Kilkenny returned to the classroom to
study photography and acquire an AA Interior Design from Mesa College. She then opened her own photography and design firm, Adair Interiors,
LLC. Stephanie currently serves as Board President of the Lucky Duck Foundation, a non-profit organization that has raised over $10 million
dollars for various charitable organizations since Ms. Kilkenny and her husband Patrick founded it in 2005. In 2017, The Lucky Duck Foundation
narrowed its focus to alleviating the suffering of San Diego County's homeless population. Their annual Swing & Soiree event
has raised over $1 million dollars per year for the past 5 years.

 Board
Committees

 Audit
Committee

 Our
audit committee oversees the engagement of our independent public accountants, reviews our audited financial statements, meets with our
independent public accountants to review internal controls and reviews our financial plans. Our audit committee currently consists of
Eric Finnsson, who is the chair of the committee, and Robert Grammen. Each of Messrs. Finnsson and Grammen have been determined by our
Board of Directors to be independent in accordance with Nasdaq and SEC standards. Our Board of Directors has also designated Mr. Finnsson
as an "audit committee financial expert" as the term is defined under SEC regulations and has determined that Mr. Finnsson
possesses the requisite "financial sophistication" under applicable Nasdaq rules. The audit committee operates under a written
charter which is available on our website at  Both our independent registered accounting
firm and internal financial personnel regularly meet with our audit committee and have unrestricted access to the audit committee. Each
member of the audit committee is able to read and understand fundamental financial statements, including our consolidated balance sheets,
consolidated statements of operations and consolidated statements of cash flows. Further, no member of the audit committee has participated
in the preparation of our consolidated financial statements, or those of any of our current subsidiaries, at any time during the past
three years.

 Compensation
Committee

 Our
compensation committee reviews and recommends policies, practices and procedures relating to compensation for our directors and officers
and advises and consults with our officers regarding the compensation of managerial personnel and its relation to corporate development.
Our compensation committee currently consists of Eric Finnsson, who is the chair of the committee, and Robert Grammen, each of whom has
been determined by our Board of Directors to be independent in accordance with Nasdaq standards. Each member of our compensation committee
is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act, and an outside director, as defined
pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended. The compensation committee operates under a written charter
which is available on the Company's website at

 Nominating
and Corporate Governance Committee

 Our
nominating and corporate governance committee evaluates the composition, size and governance of our Board of Directors and its committees,
evaluates and recommends candidates for election to our Board of Directors, establishes a policy for considering stockholder nominees
and reviewing our corporate governance principles and provides recommendations to the Board of Directors. Our nominating committee currently
consists of Robert Grammen, who is the chair of the committee, and Eric Finnsson, each of whom has been determined by our Board of Directors
to be independent in accordance with Nasdaq standards. The nominating committee operates under a written charter which is available on
the Company's website at

 Board
Diversity Matrix

 Board
 Diversity Matrix (As of March 31, 2024)

 Female

 Male

 Total
 Number of Directors

 Part
 I: Gender Identity

 Directors

 Part
 II: Demographic Background

 Hispanic
 or Latinx

 White

 Two
 or More Races or Ethnicities

Nomination Process

 The
nominating committee identifies director nominees by first considering those current members of the Board of Directors who are willing
to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who
are willing to continue in service are considered for re-nomination, balancing the value of the skills and experiences of the current
members and the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective
or skills and experiences. If any member of the Board of Directors does not wish to continue in service, if the nominating committee
or the Board of Directors decides not to re-nominate a member for reelection, if the nominating committee or the Board of Directors decided
to fill a director position that is currently vacant, or if the nominating committee or the Board of Directors decides to recommend that
the size of the Board of Directors be increased, the nominating committee identifies the desired skills needed by the board and will
evaluate the experience of a new nominee in light of the criteria described below. Current members of the Board of Directors and management
are polled for suggestions as to individuals meeting the Board of Directors' criteria. Research may also be performed to identify
qualified individuals and, if appropriate, the nominating committee may engage a search firm. Nominees for director are selected by a
majority of the members of the Board of Directors, with any current directors who may be nominees themselves abstaining from any vote
relating to their own nomination. We anticipate that all of our directors will participate in the consideration of the director nominees
for election at the Company's upcoming annual meeting. Although the nominating committee and the Board of Directors do not have
a formal diversity policy, the Board of Directors expects that the nominating committee will consider such factors as it deems appropriate
to develop a Board and committees that are diverse in nature and comprised of experienced and seasoned advisors. Factors considered by
the nominating committee include judgment, knowledge, skill, diversity (including factors such as race, gender, and experience), integrity,
experience with businesses and other organizations of comparable size, including experience in the spirits industry, business, finance,
administration or public service, the relevance of a candidate's experience to our needs and experience of other board members,
familiarity with national and international business matters, experience with accounting rules and practices, the desire to balance the
considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members, and the extent to which
a candidate would be a desirable addition to the Board of Directors and any committees of the Board of Directors.

 In
addition, directors are expected to be able to exercise their best business judgment when acting on behalf of us and all stockholders,
act ethically at all times, and adhere to the applicable provisions of our Code of Business Conduct and Ethics. Other than consideration
of the foregoing and applicable SEC and Nasdaq requirements, unless determined otherwise by the nominating committee, there are no stated
minimum criteria, qualities, or skills for director nominees. However, the nominating committee may also consider such other factors
as it may deem are in the best interests of us and all stockholders. In addition, at least one member of the Board of Directors serving
on the audit committee should meet the criteria for an "audit committee financial expert" having the requisite "financial
sophistication" under applicable Nasdaq and SEC rules, and a majority of the members of the Board of Directors should meet the
definition of "independent director" under applicable Nasdaq rules.

 The
nominating committee and the Board of Directors may consider suggestions for persons to be nominated for director that are submitted
by stockholders. The nominating committee will evaluate stockholder suggestions for director nominees in the same manner as it evaluates
suggestions for director nominees made by management, then-current directors, or other appropriate sources. Stockholders suggesting persons
as director nominees should send information about a proposed nominee to our Secretary at our principal executive offices as referenced
above at least 90 days before the anniversary of the prior year's annual stockholder meeting. This information should be in writing
and should include a signed statement by the proposed nominee that he or she is willing to serve as a director of Eastside Distilling,
Inc., a description of the proposed nominee's relationship to the stockholder and any information that the stockholder feels will
fully inform the Board of Directors about the proposed nominee and his or her qualifications. The Board of Directors may request further
information from the proposed nominee and the stockholder making the recommendation. In addition, a stockholder may nominate one or more
persons for election as a director at our annual meeting of stockholders.

 General
Stockholder Communications

 Stockholders
can send communications to the Board of Directors by sending a certified or registered letter to the Chairman of the Board, care of the
Secretary, at our main business address set forth above. Communications that are threatening, illegal, or similarly inappropriate, and
advertisements, solicitations for periodical or other subscriptions, and other similar communications will generally not be forwarded
to the Chairman.

 Code
of Ethics

 We
have adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers, and directors. We will provide to
any person without charge, upon request, a copy of our Code of Business Conduct and Ethics. Requests may be directed to our principal
executive offices at 2321 NE Argyle Street, Unit D, Portland, Oregon 97211. Also, a copy of our Code of Business Conduct and Ethics is
available on our website. We will disclose, on our website, any amendment to, or a waiver from, a provision of our Code of Business Conduct
and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller,
or persons performing similar functions and that relates to any element of the Code of Business Conduct and Ethics enumerated in applicable
rules of the SEC.

 Item
11. EXECUTIVE COMPENSATION

 The
following table sets forth the compensation awarded to, earned by or paid to our Named Executive Officers for services rendered during
the fiscal years ended December 31, 2023 and 2022.

 Name and Position

 Year

 Salary ($)

 Bonus ($)

 Stock Awards ($)

 All Other Compensation ($)

 Total ($)

 2023

 250,000

 -

 -

 -

 250,000

 Chief Executive Officer and Chief Financial Officer, Director

 2022

 250,000

 -

 -

 -

 250,000

 Employment
Agreement

 The
Company does not have a formal severance policy or plan applicable to the executive officers as a group.

 None
of our executive officers is party to a written employment agreement with the Company.

 Outstanding
Equity Awards at 2023 Fiscal Year-End

 There
were no equity awards made to any of the Named Executive Officers that were outstanding as of December 31, 2023.

 2023
Director Compensation

 Name

 Fees Earned or Paid in Cash ($)

 Stock Awards ($)

 Option Awards ($)

 Total ($)

 Eric Finnsson

 -

 87,500

 -

 87,500

 Robert Grammen

 -

 87,500

 -

 87,500

 Stephanie Kilkenny

 -

 33,750

 -

 33,750

 -

 -

 -

 -

 Elizabeth Levy-Navarro (1)

 -

 100,250

 -

 100,250

 Joseph Giansante (2)

 -

 22,137

 -

 22,137

 (1)

 Resigned
 January 22, 2024.

 (2)

 Resigned
 August 11, 2023.

 Delinquent
Section 16(a) Reports

 Under
U.S. securities laws, directors, certain officers and persons holding more than 10% of our common stock must report their initial ownership
of our common stock and any changes in their ownership to the SEC. The SEC has designated specific due dates for these reports and we
must identify in this Annual Report on Form 10-K those persons who did not file these reports when due. To our knowledge, based solely
on our review of copies of the reports filed with the SEC and the representations of our directors and executive officers, we believe
that all reporting requirements for fiscal year 2023 were complied with by each person who at any time during the 2023 fiscal year was
a director or an executive officer or held more than 10% of our common stock, except that Elizabeth Levy-Navarro and Eric Finnsson each
filed late three reports, Robert Grammen and Stephanie Kilkenny each filed late two reports, and Geoffrey Gwin and Joseph Giansante each
filed late one report.

 Item
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

 Common
Stock

 The
following table sets forth information as of March 31, 2024 as to each person or group who is known to us to be the beneficial owner
of more than 5% of our outstanding common stock and as to the security and percentage ownership of each of our executive officers and
directors and of all of our officers and directors as a group. As of March 31, 2024, the Company had 1,705,987 shares of common stock
outstanding.

 Beneficial
ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases
where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the
table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder.

of common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of the date of March 31,
2024 are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage
ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 Name And Address (1)

 Number of Common
 Beneficially
 Owned

 Percentage
 Owned

 5% Stockholders:

 Crater Lake Pte Ltd (2)

 46,156
 (3)

 2.89
 %

 The B.A.D. Company, LLC (4)

 Michael Bigger (5)

 306,338
 (6)

 19.76
 %

 TQLA, LLC

 145,833
 (7)

 8.60
 %

 Directors and Named Executive Officers

 22,216
 (8)

 1.43
 %

 Eric Finnsson

 20,130
 (9)

 1.18
 %

 Stephanie Kilkenny

 451,236
 (10)

 26.59
 %

 Robert Grammen

 94,756
 (11)

 6.11
 %

 All directors and executive officers as a group (4 persons)

 588,338

 34.49
 %

 (1)

 Unless
 otherwise noted, the address is c/o Eastside Distilling, Inc., 2321 NE Argyle, Unit D, Portland, Oregon 97211.

 (2)

 The
 address is 111 North Bridge Road, #08-19, Peninsula Plaza, Singapore 179098.

 (3)

 40,323 shares of common stock issuable upon conversion of 2,500,000 shares of the Company's Series B Preferred Stock and 5,833
 shares of common stock of the registrant issuable upon exercise of warrants at an exercise price of $75.00 per share.

 (4)

 The
 address is 14 Wall Street, 2nd Floor, c/o District 2 Capital Fund LP, Huntington, New York 11743.

 (5)

 The
 address is 11434 Glowing Sunset Lane, Las Vegas, Nevada 89135.

 (6)

 The
 B.A.D. Company, LLC and Michael Bigger, the Managing Member of Bigger Capital, LLC, which is the Manager of The B.A.D. Company, LLC,
 along with certain affiliates are a "group" as that term is defined by the SEC. Members of the group also own promissory
 notes convertible into 130,916 shares of common stock, warrants exercisable to purchase 45,000 shares of common stock, and Series
 C Preferred Stock convertible into 1,838,000 shares of common stock, none of which common shares are included in the table above
 because the derivative securities contain a 9.99% beneficial ownership limitation on conversion. The information in this note is
 based on a Schedule 13G filed on October 10, 2023.

 (7)

 issuable upon exercise of a six-year warrant at a price of $33.08 per share.

 (8)

 5,350 shares held by Group G Investments, LP ("Group G Investments"), the general partner of which is Group G Capital
 Partners, LLC. Mr. Gwin is the managing member and Chief Investment Officer of Group G Capital Partners, LLC and is also a limited
 partner of Group G Investments. By virtue of his roles with Group G Capital Partners, LLC, he may be deemed to be the indirect beneficial
 owner of Group G Investments' portfolio securities; however, he disclaims beneficial ownership of the reported securities,
 except to the extent of his pecuniary interest therein.

 (9)

 250 shares underlying presently exercisable stock options.

 (10)

 7,292 shares held in Ms. Kilkenny's capacity as trustee of the Stephanie A. Kilkenny Trust, 145,833 shares issuable upon exercise
 of warrants held by TQLA, LLC, which Ms. Kilkenny, together with her spouse, owns and controls; 1,389 warrants held directly by Patrick
 J. Kilkenny, Trustee of the Patrick J. Kilkenny Revocable Trust, and 296,722 shares owned by The B.A.D. Company, LLC, in which two
 companies majority-owned by Patrick Kilkenny hold a 50% equity interest. Mr. Kilkenny is the spouse of the Reporting Person.

 (11)

 250 shares underlying presently exercisable stock options.

 Series
B Preferred Stock

 The
following table sets forth information as of March 31, 2024 as to each person or group who is known to us to be the beneficial owner
of more than 5% of our outstanding Series B preferred stock. As of March 31, 2024, we had 2,500,000 shares of Series B preferred
stock outstanding.

 Beneficial
ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases
where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the
table possesses sole voting and investment power over all shares of capital stock shown as beneficially owned by the stockholder.

of Series B preferred stock subject to options or warrants that are currently exercisable or exercisable within 60 days of March 31,
2024 are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage
ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 Name
 And Address

 Number
 of Series B Preferred Shares Beneficially Owned

 Percentage
 Owned

 5%
 Stockholders:

 Crater
 Lake Pte Ltd

 2,500,000

 100.00

 %

 North Bridge Road

 #08-19, Peninsula Plaza

 Singapore 179098

 Series
C Preferred Stock

 The
following table sets forth information as of March 31, 2024 as to each person or group who is known to us to be the beneficial owner
of more than 5% of our outstanding Series C preferred stock. As of March 31, 2024, we had 200,000 shares of Series C preferred
stock outstanding.

 Beneficial
ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases
where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the
table possesses sole voting and investment power over all shares of capital stock shown as beneficially owned by the stockholder.

of Series C preferred stock subject to options or warrants that are currently exercisable or exercisable within 60 days of March 31,
2024 are considered outstanding and beneficially owned by the person holding the options for the purpose of computing the percentage
ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

 Name And Address

 Number of Series C Preferred Shares Beneficially Owned

 Percentage Owned

 5% Stockholders:

 The B.A.D. Company, LLC

 200,000

 100.00
 %

 14 Wall Street, 2nd Floor
c/o District 2 Capital Fund LP
Huntington, New York 11743

 Equity
Compensation Plan Information

 The
following table provides information concerning compensation plans under which our equity securities are authorized for issuance as of
December 31, 2023:

 (a)

 (b)

 (c)

 Plan Category

 Number of
 securities to
 be issued
 upon
 exercise of
 outstanding
 options,
 warrants
 and rights

 Weighted-
 average
 price of
 outstanding
 options,
 warrants
 and rights
 ($)

 Number of
 securities
 remaining
 available for
 future
 issuance
 under equity
 compensation
 plans
 (excluding
 securities in
 column (a))

 Equity compensation plans approved by security holders (1)

 2,120

 $
 57.95

 239,254

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 2,120

 $
 57.95

 239,254

 (1)

 2016
 Stock Incentive Plan. On September 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the "2016 Plan").
 The total number of shares available for the grant of either stock options or compensation stock under the 2016 Plan was initially
 set at 8,333 shares, subject to adjustment. On January 1, 2017 and pursuant to the plan provisions, the number of shares available
 for grant under the 2016 Plan reset to 15,357 shares, equal to 8% of the number of outstanding shares of the Company's capital
 stock, calculated on an as-converted basis, on December 31 of the preceding calendar year. On October 18, 2017, the Board of Directors
 approved amendments to the 2016 Plan to (i) increase the number of shares of the common stock that may be issued under the 2016 Plan
 (the "Aggregate Limit") by an additional 9,643 shares of common stock, for a total of 25,000 shares of common stock,
 (ii) increase the number of shares of common stock that may be granted to any participant pursuant to options to purchase common
 stock and stock appreciation rights under the 2016 Plan in any one year period (the "Individual Option Limit") from 417
 shares to 10,000 shares, (iii) increase the number of shares of common stock that may be granted to any participant pursuant to other
 awards (the "Individual Award Limit") under the 2016 Plan in any one year period from 417 shares to 10,000 shares and
 (iv) increase the number of shares of common stock that may be paid to any one participant under the 2016 Plan for a performance
 period pursuant to performance compensation awards under the 2016 Plan (the "Individual Performance Award Limit") from
 417 shares to 10,000 shares, which amendments were adopted and approved at the December 2017 meeting of stockholders. On January
 1, 2020, pursuant to the plan provisions, the number of shares available for grant under the 2016 Plan reset to 144,350 shares. On
 January 1, 2021, pursuant to the plan provisions, the number of shares available for grant under the 2016 Plan reset to 187,379 shares.
 On January 1, 2022, pursuant to the plan provisions, the number of shares available for grant under the 2016 Plan reset to 261,257
 shares. On January 1, 2023, pursuant to the plan provisions, the number of shares available for grant under the 2016 Plan reset to
 437,993 shares. On January 1, 2024, pursuant to the plan provisions, the number of shares available for grant under the 2016 Plan
 reset to 596,307 shares. The exercise price per share of each stock option shall not be less than 100% of the fair market value of
 the Company's common stock on the date of grant. As of December 31, 2023, there were 2,120 options, with a weighted-average
 exercise price of $57.95 per share, and 196,619 RSUs issued under the 2016 Plan, with vesting schedules varying between immediate
 and three (3) years from the grant date.

 Item
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 The
following is a description of transactions since January 1, 2023 as to which the amount involved exceeds the lesser of $0.1 million or
one percent (1%) of the average of total assets at year-end for the last two completed fiscal years, which was $0.3 million, and in which
any related person has or will have a direct or indirect material interest, other than equity, compensation, termination and other arrangements,
which are described above under the headings "Compensation of Directors" and "Executive Compensation." As of
the date of this Annual Report on Form 10-K, there are no proposed transactions as described in the foregoing sentence.

 LD
Investments LLC

 On
September 29 2023, the Company entered into a Secured Promissory Note with LD Investments LLC ("LDI") in the principal amount
of $1.4 million, representing advances made by LDI to the Company between December 2022 and August 2023. Patrick Kilkenny is the principal
owner of LDI.

 On
September 29, 2023, the Company entered into the Debt Satisfaction Agreement with LDI and other creditors. See: Debt Satisfaction
Agreement below. The entire principal and interest on the LDI Note were exchanged for equity issued to the S PV, in which LDI
holds a 21% interest.

 Debt
Satisfaction Agreement

 On
September 29, 2023, the Company entered into a Debt Satisfaction Agreement (the "DSA") with the The B.A.D. Company, LLC (the
"SPV"), Aegis Security Insurance Company, Bigger Capital Fund, LP ("Bigger"), District 2 Capital Fund, LP ("District
2"), LDI and TQLA, LLC. The SPV is a special purpose vehicle whose equity is shared 50% by Bigger and District 2 and 50% by Aegis
and LDI.

 Pursuant
to the DSA, on September 29, 2023, the Company issued to the SPV 296,722 shares of the Company's common stock and 200,000 shares
of its Series C Preferred Stock, and executed a Registration Rights Agreement providing that the Company will register for public resale
that common stock and the common stock issuable upon conversion of the Series C Preferred Stock. In exchange for that equity, the Company's
debts to the members of the SPV were reduced by a total of $6.5 million and the Company recognized a loss on the conversion of $1.3 million
for the year ended December 31, 2023. Specifically, the debt was reduced as follows:

 the
 principal balance of the Secured Promissory Note issued by the Company to Aegis on October 6, 2022 was reduced by $1.9 million;

 the
 Company's debt to LDI of $1.4 million arising from advances made by LDI to the Company during the past 10 months was eliminated;

 the
 aggregate principal balance of the Secured Convertible Promissory Notes issued by the Company to Bigger in April and May of 2021
 was reduced by $1.6 million; and

 the
 aggregate principal balance of the Secured Convertible Promissory Notes issued by the Company to District 2 in April and May of 2021
 was reduced by $1.6 million.

 Further
pursuant to the DSA:

 the
 maturity date of the secured debt listed above as well as unsecured notes issued by the Company and held by Bigger and District 2
 in the aggregate amount of $7.4 million was deferred to March 31, 2025 and the interest rate on all such debt was increased to 8%
 per annum;

 the
 Company, Aegis, Bigger and District 2 entered into an Intercreditor Agreement, pursuant to which the remaining secured debt obligations
 of the Company to Aegis, Bigger and District 2 were made pari passu;

 the
 Common Stock Purchase Warrant issued by the Company to TQLA LLC on March 21, 2022, which permits TQLA LLC to purchase up to 145,834
 shares of the Company's common stock, was amended to prevent any exercise of the Warrant that would result in the portion of
 the cumulative voting power in the Company that the holder and its affiliates may own after the conversion to 9.99%. The Beneficial
 Ownership Limitation may be increased to 19.99% by the holder upon 61 days advance notice to the Company.

 Upon
 the liquidation, dissolution and winding up of the Company, or upon the effective date of a consolidation, merger or statutory share
 exchange in which the Company is not the surviving entity, the holder of each share of the Series C Preferred Stock shall be entitled
 to a distribution prior to and in preference of the holders of the common stock.

 In
 the event the Company declares a dividend payable in cash or stock to holders of any class of stock, the holder of each share of
 Series C Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number
 of shares of the Company's common stock into which that holder's Series C Preferred Stock could be converted on the record
 date for the distribution common stock. The dividends issued on the Company s outstanding Series B Preferred Stock are excluded from
 this provision.

 The
 holders of Series C Preferred Stock shall have no voting rights; except that nothing will limit a holder's voting rights with
 respect to shares of any other class of the Company's common stock held from time to time.

 We
believe that the foregoing transactions were in the best interests of the Company. Consistent with Section 78.140 of the Nevada Revised
Statutes, it is our current policy that all transactions between us and our officers, directors and their affiliates will be entered
into only if such transactions are approved by a majority of the disinterested directors, are approved by vote of the stockholders, or
are fair to us as a corporation as of the time they are authorized, approved or ratified by the board. We will conduct an appropriate
review of all related party transactions on an ongoing basis, and, where appropriate, we will utilize our audit committee for the review
of potential conflicts of interest.

Independence

 Generally,
under the listing requirements and rules of Nasdaq, independent directors must comprise a majority of a listed company's board
of directors. Our Board of Directors has undertaken a review of its composition, the composition of its committees and the independence
of each director. Our Board of Directors has determined that Eric Finnsson and Robert Grammen are independent within the meaning of Nasdaq
listing standards. Accordingly, a majority of our directors is independent, as required under applicable Nasdaq rules. In making this
determination, our Board of Directors considered the current and prior relationships that each non-employee director has with our company
and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial
ownership of our capital stock by each non-employee director. In making this determination, the Board of Directors considered all transactions
set forth under "Certain Relationships and Related Transactions" above.

 Item
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
Fees

 M&K
CPAS, PLLC ("M&K") billed us $66,600 in fees for our 2023 annual audit and $64,425 in fees for the completion of our
2022 audit. M&K also billed $37,050 and $34,500 in fees for the review of our quarterly financial statements in 2023 and 2022, respectively.

 Audit
Related Fees

 We
paid fees to M&K for assurance and related services of $3,000 and $0 related to other SEC filings in 2023 and 2022, respectively.

 Tax
Fees

 For
both the years ended December 31, 2023 and 2022, the aggregate fees billed for tax compliance by M&K were $4,000.

 Pre-Approval
Policies and Procedures

 We
have implemented pre-approval policies and procedures related to the provision of audit and non-audit services. Under these procedures,
our audit committee pre-approves all services to be provided by M&K and the estimated fees related to these services.

 All
audit, audit related, and tax services were pre-approved by the audit committee, which concluded that the provision of such services
by M&K was compatible with the maintenance of that firm's independence in the conduct of its auditing functions. Our pre-approval
policies and procedures provide for the audit committee's pre-approval of specifically described audit, audit-related, and tax
services on an annual basis, but individual engagements anticipated to exceed pre-established thresholds must be separately approved.
The policies and procedures also require specific approval by the audit committee if total fees for audit-related and tax services would
exceed total fees for audit services in any fiscal year. The policies and procedures authorize the audit committee to delegate to one
or more of its members pre-approval authority with respect to permitted services.

 PART
IV

 Item
15. EXHIBITS

 (a)

 The
 following documents are filed as part of this report:

 3.
Exhibits:

 The
exhibits listed in the Original Filing and the exhibits listed below in this Amendment are filed with, or incorporated by reference in,
this report.

 Exhibit
 No.

 Description

 31.2

 Certification of Principal Executive Officer and Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.

 Item
16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this amended report to be signed on
its behalf by the undersigned, thereunto duly authorized.

 EASTSIDE
 DISTILLING, INC.

 By:

 /s/

 Geoffrey
 Gwin

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this amended report has been signed below by the following persons
on behalf of the registrant and in the capacities indicated.

 Signatures

 Title

 Date

 /s/

 Chief
 Executive Officer, Chief Financial and Chairman of the Board

 April
 30, 2024

 Geoffrey
 Gwin

 /s/
 Robert Grammen

 April
 30, 2024

 Robert
 Grammen

 /s/
 Stephanie Kilkenny

 April
 30, 2024

 Stephanie
 Kilkenny

 /s/
 Eric Finnsson

 April
 30, 2024

 Eric
 Finnsson