Eastside Distilling Inc

As filed with the Securities and Exchange Commission on December 13, 2024

Registration No. 333-_______

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

**Washington, D.C. 20549

FORMS-1**

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

EASTSIDE DISTILLING, INC.

(Exact name of Registrant as specified in its charter)

755 Main Street

Building 4, Suite 3

Monroe, CT 06468

**(458) **800-9154

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

**Geoffrey Gwin

Chief Executive Officer

Eastside Distilling, Inc.

755 Main Street

Building 4, Suite 3

Monroe, CT 06468

**(458) **800-9154

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael Harris, Esq.

**Constantine Christakis, Esq.

Edward Schauder, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561) 686-3307

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.

The information in this Prospectus is not complete and may be changed. The Selling Stockholders may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is declared effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED December 13, 2024

EASTSIDE DISTILLING, INC.

PROSPECTUS

545,406****Shares of Common stock

On November 14, 2024, Eastside Distilling, Inc. (the “Company” or “Eastside”) closed a financing in which it received gross proceeds of $1,615,000 before deducting fees to the placement agent and other offering expenses payable by the Company (the “Private Placement”). In the Private Placement, the Company executed Securities Purchase Agreements (the “Purchase Agreement”) with accredited investors (each, an “Investor” and together the “Investors”), under which each Investor received a Senior Secured Note (the “November Notes”) and Pre-Funded Warrants with an exercise price of $0.50 per share (the “Warrants”) to purchase a total of 363,602 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). Of the $0.50 exercise price of the Warrants, $0.499 was pre-funded and received by us at the closing of the Private Placement and is included in the above gross proceeds.

In this Prospectus, we refer to each Investor as a “Selling Stockholder” and collectively, the “Selling Stockholders”.

We are obligated to register the Common Stock underlying the Warrants sold in the Private Placement pursuant to a registration rights agreement by and between us and the Selling Stockholders dated Novembre 14, 2024 (the “Registration Rights Agreement”) that we entered into with the Selling Stockholders on November 14, 2024. Pursuant to the Registration Rights Agreement we are required to register 150% of the number of shares of the Common Stock issuable upon full exercise of the Warrants.

This Prospectus relates to the offering and resale by the Selling Stockholders, of 545,406 shares of our Common Stock (the “Shares”), which is comprised of Shares that we are required to register pursuant to the Registration Rights Agreement obligating us to register 150% of the maximum number of Shares issuable upon exercise of the Warrants in full at an exercise price of $0.50 per share (subject to adjustments as provided in the Warrants).

For a detailed description of each of the transactions in which the Selling Stockholders obtained the Shares being registered in the Prospectus and the terms of such Shares, see “The Private Placement” on page 46 of this Prospectus.

The Company is not selling any securities in this offering, and therefore will not receive any proceeds from the sale of the Shares by the Selling Stockholders, other than the nominal remaining proceeds from the exercise price of the Warrants. See “Use of Proceeds” on page 39 of this Prospectus.

We have agreed to pay the expenses of the registration of the Common Stock offered and sold under the Prospectus by the Selling Stockholders. Each Selling Stockholder will pay any commissions or discounts applicable to the Shares it sells.

Our Common Stock is traded on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EAST.” On December 10, 2024, the last reported sale price of our Common Stock on the Nasdaq was $0.84 per share.

Investing in our securities involves various risks. See “Risk Factors” beginning on page 5 of this Prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is _____ _, 202

Table of Contents

You should rely only on information contained in this Prospectus. We have not authorized anyone to provide you with information that is different from that contained in this Prospectus. The Selling Stockholders are not offering to sell or seeking offers to buy securities in jurisdictions where offers and sales are not permitted. We are responsible for updating this Prospectus to ensure that all material information is included and will update this Prospectus to the extent required by law.

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Glossary

For the convenience of investors, this glossary contains most of the defined words and terms we use in this Prospectus including technical terms and abbreviations for the many laws that we define later in this Prospectus. Certain words and terms like the Company and Beeline are not included in this Glossary.

“APOR” means the average prime offer rate.

“ATDS” means automatic telephone dialing systems.

“BSA” means the Bank Secrecy Act.

“CCPA” means the California Consumer Protection Act.

“CFPB” means the Consumer Financial Protection Bureau.

“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act.

“DSCR” means debt service coverage ratio.

“DTI” means debt-to-income ratio.

“EFTA” means the Electronic Fund Transfer Act of 1978.

“FCC” means the Federal Communications Commission.

“FCPA” means the Foreign Corrupt Practices Act.

“FCRA” means the Fair Credit Reporting Act.

“FHA” means the Federal Housing Authority.

“FTC” means the Federal Trade Commission.

“GLBA” means the Gramm-Leach-Bliley Act.

“GSEs” means government-sponsored enterprises, or Fannie Mae and Freddie Mac, together.

“HMDA” means the Home Mortgage Disclosure Act.

“HOEPA” means the Home Ownership and Equity Protection Act.

“HUD” means the Department of Housing and Urban Development.

“IAM” means Identity and Access Management.

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“LIBOR” means the London Inter-Bank Offered Rate.

“MSRs” means mortgage service rights.

“non-conforming loans” are loans originated outside of Fannie Mae, Freddie Mac, FHA, and VA guidelines.

“Non-QM loans” means non-qualified mortgage loans.

“NPI” means nonpublic personal information.

“PI” means personal information.

“QC” means quality control.

“QM” means qualified mortgage.

“QM loans” means qualified mortgage loans.

“Regulation N” means the Mortgage Acts and Practices Advertising Rule.

“RESPA” means the Real Estate Settlement Procedures Act.

“SAFE Act” means the Secure and Fair Enforcement for Mortgage Licensing Act.

“SOFR” means the Secured Overnight Financing Rate.

“TCPA” means the Telephone Consumer Protection Act.

“TILA” means the Truth in Lending Act.

“TRID rule” means the TILA-RESPA Integrated Disclosure.

“USA Patriot Act” means the Uniting and Strengthening America by providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act.

“VA” means the Veterans Administration.

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