Stockholders’ Equity | 16. Stockholders’ Equity Schedule of Stockholders’ Equity Series B Common Stock Paid-in Accumulated Total Stockholders’ (Shares and dollars in thousands) Shares Amount Shares Amount Capital Deficit Equity Balance, December 31, 2021 2,500 $ 14,791 $ 1 $ 72,003 $ (58,605 ) $ 13,399 Beginning balance 2,500 $ 14,791 $ 1 $ 72,003 $ (58,605 ) $ 13,399 Stock-based compensation - - - - 2 - 2 Issuance of common stock for services by third parties - - 125 - 119 - 119 Issuance of common stock for services by employees - - 170 1 206 - 207 Issuance of detachable warrants on notes payable - - - - 948 - 948 Net loss - - - - - (2,074 ) (2,074 ) Balance, March 31, 2022 2,500 $ - 15,086 $ 2 $ 73,278 $ (60,679 ) $ 12,601 Ending balance 2,500 $ - 15,086 $ 2 $ 73,278 $ (60,679 ) $ 12,601 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 (Unaudited) Issuance of Common Stock During the three months ended March 31, 2022, the Company issued 294,375 0.3 0.96 1.21 170,000 During 2021, the Company issued 313,442 0.6 1.28 2.98 On February 10, 2021 and April 19, 2021, the Company issued 1.2 682,669 4.67 1.82 On July 30, 2021, the Company entered into Inducement Letters with the holders of the Existing Warrants to exercise their Existing Warrants and purchased 900,000 2.4 During 2021, the Company sold 1,297,653 3.6 5,000 1.23 Issuance of Series B Preferred Stock On October 19, 2021, Company entered into a securities purchase agreement (“Purchase Agreement”) with an accredited investor (“Subscriber”) for its purchase of 2.5 1.00 3.10 850,000 The Series B Preferred Stock accrues dividends at a rate of 6 % per annum, payable annually on the last day of December of each year. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends are payable at the Company’s option either in cash or “in kind” in shares of common stock; provided, however that dividends may only be paid in cash following the fiscal year in which the Company has net income (as shown in its audited financial statements contained in its Annual Report on Form 10-K for such year) of at least $ 0.5 million. For “in-kind” dividends, holders will receive that number of shares of common stock equal to (i) the amount of the dividend payment due such stockholder divided by (ii) the volume weighted average price of the common stock for the 90 trading days immediately preceding a dividend date (“VWAP”). For the year ended December 31, 2021, the Company issued as dividends 10,670 shares of common stock at a VWAP of $ 2.57 per share. For the three months ended March 31, 2022, the Company accrued $ 37,500 Stock-Based Compensation On September 8, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the terms of the plan, on January 1, 2022, the number of shares available for grant under the 2016 Plan reset to 5,225,141 8 57,586 1,657,251 3 The Company also issues, from time to time, options that are not registered under a formal option plan. As of March 31, 2022, there were no options outstanding that were not issued under the Plans. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 (Unaudited) A summary of all stock option activity as of and for the three months ended March 31, 2022 is presented below: Summary of Stock Option Activity # of Options Weighted-Average Exercise Price Outstanding as of December 31, 2021 57,586 $ 3.29 Outstanding as of March 31, 2022 57,586 $ 3.29 Exercisable as of March 31, 2022 57,419 $ 3.28 On December 7, 2021, the Company issued 5,000 1.23 6,150 The aggregate intrinsic value of options outstanding as of March 31, 2022 was $ 0 As of March 31, 2022, there were 167 0 0 4,875 The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. The grant-date fair value of stock options issued to employees is recognized on a straight-line basis over the requisite service period. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments as the underlying stock-based awards vest. To determine the fair value of stock options using the Black-Scholes valuation model, the calculation takes into consideration the effect of the following: ● Exercise price of the option ● Fair value of the Company’s common stock on the date of grant ● Expected term of the option ● Expected volatility over the expected term of the option ● Risk-free interest rate for the expected term of the option The calculation includes several assumptions that require management’s judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options. The Company did not issue any additional options during the three months ended March 31, 2022. For the three months ended March 31, 2022 and 2021, net compensation expense related to stock options was $ 1,614 0.1 0.1 0.6 Warrants On March 21, 2022, the Company entered into a promissory note with TQLA to accept a one year loan of $ 2.0 million with a conditional additional loan of $ 1.0 million and a conditional term extension of six months. The loan bears interest at 9.25 % and carries a commitment fee of 2.5 %. In addition, the Company will issue a common stock purchase warrant to TQLA covering the loan amount with a common stock value of $ 1.20 per share. As of March 31, 2022, the Company drew down $ 2.0 million of the note payable and issued 1.7 million warrants. The estimated fair value of the warrants of $ 0.9 22,944 The estimated fair value of the new warrants issued was based on a combination of closing market trading price on the date of issuance for the public offering warrants, and the Black-Scholes option-pricing model, using the assumptions below: Schedule of Weighted-average Assumptions for New Warrants Volatility 75 % Risk-free interest rate 2.3 % Expected term (in years) 5.0 Expected dividend yield - Fair value of common stock $ 0.57 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements March 31, 2022 (Unaudited) From April 19, 2021 through May 12, 2021, the Company issued in a private placement, Existing Warrants to purchase up to 900,000 2.60 0.7 0.1 On July 30, 2021, the Company entered into Inducement Letters with the holders of the Existing Warrants whereby such holders agreed to exercise for cash their Existing Warrants to purchase the 900,000 Warrant Shares in exchange for the Company’s agreement to issue new warrants (the “New Warrants”) to purchase up to 900,000 shares of common stock (the “New Warrant Shares”). The New Warrants have substantially the same terms as the Existing Warrants, except that the New Warrants have an exercise price of $ 3.00 per share and are exercisable until August 19, 2026. The Company received gross proceeds of $ 2.4 million on the exercise of the outstanding warrants, and recognized a deemed dividend of $ 2.3 million based on the Black Scholes valuation as a result of the higher strike price on the July 2021 issued warrants, which is included in additional paid-in capital in the consolidated balance sheets. A summary of all warrant activity as of and for the three months ended March 31, 2022 is presented below: Summary of Warrants Activity Warrants Weighted-Average Remaining Life (Years) Weighted-Average Exercise Price Aggregate Intrinsic Value Outstanding as of December 31, 2021 1,256,944 4.0 $ 3.42 $ Granted 1,666,667 5.0 0.95 - Outstanding as of March 31, 2022 2,923,611 4.3 $ 2.05 $ - |