Eastside Distilling Inc

There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, 2023, except for the following additions:

If the Company is unable to remedy its shareholder equity deficiency, its common stock may be removed from Nasdaq.

On April 8, 2024, the Staff of the Listing Qualifications Department of the Nasdaq Stock Market notified the Company that it had fallen out of compliance with the requirements for continued listing of the Company’s common stock on Nasdaq. Specifically, Nasdaq Listing Rule 5550(b)(1) requires that the stockholders’ equity of a listed company must exceed $2.5 million. On June 3, 2024 the Staff extended to October 7, 2024 the date by which the Company could regain compliance with the Equity Rule. Based upon the closing of Merger and the Debt Agreement on October 7, 2024, the Company has regained compliance with the Equity Rule. Nasdaq has advised the Company, however, that it will continue to monitor the Company’s ongoing compliance with the Equity Rule and, if at the time when the Company files its next periodic report with the SEC – i.e. its Annual Report on Form 10-K for the year ending December 31, 2024 - the Company does not evidence compliance with the Equity Rule, the Company’s common stock may be subject to delisting from Nasdaq.