Amendments to Bylaws Form 8 K

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

On April 8, 2024, Eastside Distilling, Inc. ("Eastside") received a deficiency letter from the Nasdaq Staff notifying Eastside that its stockholders' equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2023, did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the "Equity Rule") for the Nasdaq Capital Market, which requires that a listed company's stockholders' equity be at least $2.5 million. As reported on its most recent Form 10-K, Eastside's stockholders' equity as of December 31, 2023 was $853,000.

On June 3, 2024 the NASDAQ Staff extended to October 7, 2024 the date by which Eastside may regain compliance with the Equity Rule.

Under Item 1.01 below, we describe (a) the closing on October 7, 2024 of several equity-for-debt exchanges and other transactions pursuant to the First Amended and Restated Debt Exchange Agreement dated October 3, 2023 (the "DEA") and, immediately following the closing under the DEA, (b) the closing of the merger of Beeline Financial Holdings, Inc. into a wholly-owned subsidiary of Eastside. Based upon the closing of those transactions and management's preliminary calculation of Eastside's results of operations for the quarter ended September 30, 2024, Eastside believes that, as of October 7, 2024, it has regained compliance with the Equity Rule.

NASDAQ has advised Eastside that it will continue to monitor Eastside's ongoing compliance with the Equity Rule and, if at the time when Eastside files its next periodic report with the SEC Eastside does not evidence compliance with the Equity Rule, Eastside's common stock may be subject to delisting from NASDAQ.

Item 5.03

Amendments to Articles of Incorporation

On October 7, 2024 Eastside filed with the Nevada Secretary of State a Certificate of Designation of 255,474 shares of Series D Preferred Stock and a Certificate of Designation of 200,000 shares of Series E Preferred Stock and a Certificate of Designation of 70,000,000 shares of Series F Preferred Stock and a Certificate of Designation of Series F-1 Preferred Stock. The material terms of each class of Preferred Stock are:

Series D Preferred Stock. Each share of Series D Preferred Stock has a stated value of $10.00. The holder of Series D Preferred Stock has no voting rights by reason of those shares, except that the approval by holders of more than 50% of the outstanding Series D Preferred Stock will be required for any corporate action that would adversely affect the preferences, privileges or rights of the Series D Preferred Stock. In the event that Eastside declares a dividend payable in cash or stock to holders of any class of Eastside's stock, the holder of a share of Series D Preferred Stock will be entitled to receive an equivalent dividend on an as-converted basis. In the event of a liquidation of Eastside, the holders of Series D Preferred Stock will share in the distribution of Eastside's net assets on an as-converted basis, subordinate only to the senior position of the Series B Preferred Stock. Each share of Series D Preferred Stock will be convertible into common stock by a conversion ratio equal to the stated value of the Series D share divided by the Series D Conversion Price. The initial Series D Conversion Price is $1.80 per common share, which is subject to equitable adjustment. The number of shares of common stock into which a holder may convert Series D Preferred Stock is limited by a Beneficial Ownership Limitation, which restricts the portion of the cumulative voting power in Eastside that the holder and its affiliates may own after the conversion to 9.99%.

Series E Preferred Stock. Each share of Series E Preferred Stock has a stated value of $10.00. The holder of Series E Preferred Stock has no voting rights by reason of those shares, except that the approval by holders of more than 50% of the outstanding Series E Preferred Stock will be required for any corporate action that would adversely affect the preferences, privileges or rights of the Series E Preferred Stock. In the event that Eastside declares a dividend payable in cash or stock to holders of any class of Eastside's stock, the holder of a share of Series E Preferred Stock will be entitled to receive an equivalent dividend on an as-converted basis. In the event of a liquidation of Eastside, the holders of Series E Preferred Stock will share in the distribution of Eastside's net assets on an as-converted basis, subordinate only to the senior position of the Series B Preferred Stock. Commencing 390 days after the closing under the DEA (the "Measurement Date"), each share of Series E Preferred Stock will be convertible into common stock by a conversion ratio equal to the stated value of the Series E share divided by the Series E Conversion Price. The Series E Conversion Price on and after the Measurement Date will equal the average of the VWAPs for the five trading days immediately preceding the Measurement Date, subject to a "Floor Price" of $0.25 per share. The Series E Conversion Price and the Floor Price will be subject to equitable adjustment in the event of stock splits and the like. The number of shares of common stock into which a holder may convert Series E Preferred Stock is limited by a Beneficial Ownership Limitation, which restricts the portion of the cumulative voting power in Eastside that the holder and its affiliates may own after the conversion to 9.99%.

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