Statement of Beneficial Ownership (sc 13d)
21 December 2022 - 10:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(a)
AND
AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a)
(Amendment
No. _____)
EASTSIDE
DISTILLING, INC.
(Name
of Issuer)
| Common
Stock, $.0001 par value |
| (Title
of Class of Securities) |
ROBERT
BRANTL, ESQ.
181
Dante Ave.
Tuckahoe,
NY 10707
917-513-5701 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| March
23, 2022 |
| (Date
of Event Which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13(d)-1(f) or 240.13d-1(g), check the following box.
☐
(Continued
on following pages)
| CUSIP
No. 277802302 |
|
13D |
|
Page
2 of 7 Pages |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):
TQLA, LLC
No I.R.S Identification Number |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐
|
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS *
WC
|
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A. |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE VOTING POWER
2,916,666 |
|
8.
|
SHARED VOTING POWER
0 |
|
9.
|
SOLE DISPOSITIVE POWER
2,916,666 |
|
10.
|
SHARED DISPOSITIVE POWER
0 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
2,916,666 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
☐ |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
15.63% |
| 14. |
TYPE OF REPORTING PERSON
OO |
| CUSIP
No. 277802302 |
|
13D |
|
Page
3 of 7 Pages |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):
Patrick J. Kilkenny |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☐ |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS *
OO |
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A. |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE VOTING POWER
27,778 |
|
8.
|
SHARED VOTING POWER
2,916,666 |
|
9.
|
SOLE DISPOSITIVE POWER
27,228 |
|
10.
|
SHARED DISPOSITIVE POWER
2,916,666 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
2,944,444 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
☐ |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
15.76% |
| 14. |
TYPE OF REPORTING PERSON
OO |
| CUSIP
No. 277802302 |
|
13D |
|
Page
4 of 7 Pages |
| 1. |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES
ONLY):
Stephanie A. Kilkenny |
| 2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)☐
(b)☐ |
| 3. |
SEC USE ONLY
|
| 4. |
SOURCE OF FUNDS *
OO |
| 5. |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6. |
CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A. |
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7.
|
SOLE VOTING POWER
145,844 |
|
8.
|
SHARED VOTING POWER
2,916,666 |
|
9.
|
SOLE DISPOSITIVE POWER
145,844 |
|
10.
|
SHARED DISPOSITIVE POWER
2,916,666 |
| 11. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
3,062,510 |
| 12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
☐ |
| 13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11:
16.29% |
| 14. |
TYPE OF REPORTING PERSON
OO |
| CUSIP
No. 277802302 |
|
13D |
|
Page
5 of 7 Pages |
Item
1. Security and Issuer
The
class of equity securities to which this Schedule 13D relates is the Common Stock, $0.0001 par value, (the “Common Stock”)
of Eastside Distilling, Inc., a Nevada corporation (the “Company”). The principal executive offices of the Company are located
at 2321 NE Argyle Street, Portland, Oregon 97211.
Item
2. Identity and Background
| (a) | This
statement is filed by: |
| (i) | TQLA,
LLC, a California limited liability company (“TQLA”), with respect to the Shares
beneficially owned by it; |
| (ii) | Patrick
J. Kilkenny, as Co-Manager of TQLA; and |
| (iii) | Stephanie
A. Kilkenny, as Co-Manager and President of TQLA. |
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
| (b) | The
business addresses of the Reporting Persons are: |
| (i) | TQLA:
P.O. Box 321, Eugene, OR 97440 |
| (ii) | Patrick
J. Kilkenny: P.O. Box 1641, Rancho Santa Fe, CA 92067 |
| (iii) | Stephanie
A. Kilkenny: P.O. Box 1641, Rancho Santa Fe, CA 92067 |
| (c) | The
principal business of TQLA is investment. Patrick J. Kilkenny and Stephanie A. Kilkenny are
both retired from employment. |
| | | |
| (d) | No
Reporting Person has, during the past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). |
| | | |
| (e) | No
Reporting Person has, during the past five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. |
| | | |
| (f) | Patrick
J. Kilkenny and Stephanie A. Kilkenny are citizens of the U.S.A. |
Item
3. Source and Amount of Funds or Other Consideration.
The
Warrants to purchase the Shares were issued by the Company in consideration of loans in an aggregate amount of $3.5 million by TQLA to
the Company. The cash used to fund the loans was sourced from the working capital of TQLA and from the personal funds of the other Reporting
Persons.
Item
4. Purpose of Transaction.
The
Reporting Persons acquired the Warrants to purchase the Shares for investment purposes only. None of the Reporting Persons has any plan
or proposal which relates to or would result in any of the actions or transactions described in paragraphs (a) through (j) of the instructions
to Item 4 of Schedule 13D. Stephanie A. Kilkenny, as a member of the Company’s Board of Directors, may consider matters of the
sort described in Item 4 and intends to vote with respect to such matters in the manner she determines to be in the best interests of
the Company.
| CUSIP
No. 277802302 |
|
13D |
|
Page
6 of 7 Pages |
Item
5. Interest in Securities of the Issuer.
| (a) | The
aggregate percentage of Shares reported beneficially owned by each Reporting Person is based
on 15,739,179 shares of common stock outstanding as of November 14, 2022, as reported in
the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 14, 2022. |
| | |
| | The
information regarding share ownership by the Reporting Persons provided on their respective cover pages is incorporated here by reference. |
| | |
| (b) | By
virtue of their ownership of and management positions with TQLA, Patrick J. Kilkenny and
Stephanie A. Kilkenny may be deemed to shared power to vote and dispose of the Shares beneficially
owned by TQLA. |
| | |
| (c) | On
March 23, 2022 the Company borrowed $2 million from TQLA and issued a Common Stock Purchase
Warrant that permits TQLA to purchase up to 1,666,666 shares of the Company’s common
stock for $1.20 per share during the term ending March 21, 2027 (the “Warrant”).
On April 19, 2022 the parties increased the principal amount of the loan to $3,000,000 and
the number of shares subject to the Warrant was increased to 2,500,000. On August 4, 2022
the parties increased the principal amount of the loan to $3,500,000 and the number of shares
subject to the Warrant was increased to 2,916,666. |
The
table below recites the shares of Company common stock that Stephanie Kilkenny has been awarded since March 23, 2022 by the Company as
compensation for her service on the Company’s Board of Directors:
| Date | |
Shares | |
| March 31, 2022 | |
| 16,927 | |
| June 30, 2022 | |
| 16,304 | |
| October 6, 2022 | |
| 10,153 | |
Since
March 23, 2022 none of the Reporting Persons has participated in any transaction involving securities issued by the Company other than
as described in the preceding paragraphs.
| (d) | No
person other than the Reporting Persons is known to have the right to receive or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
| | |
| (e) | Not
applicable. |
Item
6. Contracts, Arrangements, Understandings or Relationships
Except
for the purchase rights set forth in the Common Stock Purchase Warrant issued by the Company to TQLA, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect
to any securities of the Company, including but not limited to transfer or voting of any other securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding
of proxies.
Item
7. Material to be Filed as Exhibits.
Common
Stock Purchase Warrant issued by Eastside Distilling, Inc. to TQLA, LLC on March 23, 2022 – filed by Eastside Distilling, Inc.
as an exhibit to the Current Report on Form 8-K filed on March 24, 2022 and incorporated herein by reference.
| CUSIP
No. 277802302 |
|
13D |
|
Page
7 of 7 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| Dated:
December 21, 2022 |
TQLA, LLC |
| |
|
|
| |
By: |
/s/
Patrick J. Kilkenny |
| |
|
Patrick
J. Kilkenny, Manager |
| |
|
|
| |
|
/s/
Patrick J. Kilkenny |
| |
|
|
| |
|
/s/
Stephanie A. Kilkenny |
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