Eastside Distilling (BLNE) 10-Q 15 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 15, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-38182
Entity Registrant Name	EASTSIDE DISTILLING, INC.
Entity Central Index Key	0001534708
Entity Tax Identification Number	20-3937596
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	755 Main Street
Entity Address, Address Line Two	Building 4
Entity Address, Address Line Three	Suite 3
Entity Address, City or Town	Monroe
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06468
City Area Code	(484)
Local Phone Number	800-9154
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	EAST
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		4,991,065
Entity Listing, Par Value Per Share	$ 0.0001

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 310	$ 306
Trade receivables, net	105	163
Inventories	1,793	2,686
Prepaid expenses and other current assets	176	113
Current assets held for sale	2,640	1,269
Total current assets	5,024	4,537
Property and equipment, net	112	169
Right-of-use assets	430	680
Intangible assets, net	4,178	4,178
Other assets, net	182	247
Non-current assets held for sale	6,298	7,669
Total Assets	16,224	17,480
Current liabilities:
Accounts payable	1,388	1,062
Accrued liabilities	418	465
Current portion of secured credit facilities, related party	3,447
Current portion of secured credit facilities, net of debt issuance costs	728
Current portion of notes payable	8,155	486
Current portion of notes payable, related party	92	92
Current portion of lease liabilities	191	223
Other current liability, related party	85
Current liabilities held for sale	3,124	1,877
Total current liabilities	17,628	4,205
Lease liabilities, net of current portion	213	458
Secured credit facilities, related party		2,700
Secured credit facilities, net of debt issuance costs		342
Notes payable, net of current portion		7,556
Non-current liabilities held for sale	843	1,366
Total liabilities	18,684	16,627
Commitments and contingencies (Note 14)
Stockholders’ equity (deficit):
Common stock, $0.0001 par value; 6,000,000 shares authorized as of September 30, 2024 and December 31, 2023; and 3,140,625 shares and 1,705,987 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
Additional paid-in capital	84,499	83,559
Accumulated deficit	(86,959)	(82,706)
Total stockholders’ equity (deficit)	(2,460)	853
Total Liabilities and Stockholders’ Equity (Deficit)	16,224	17,480
Series B Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock, value
Series C Preferred Stock [Member]
Stockholders’ equity (deficit):
Preferred stock, value

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	6,000,000	6,000,000
Common stock, shares issued	3,140,625	1,705,987
Common stock, shares outstanding	3,140,625	1,705,987
Series B Preferred Stock [Member]
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	2,500,000	2,500,000
Preferred stock, shares outstanding	2,500,000	2,500,000
Series C Preferred Stock [Member]
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	240,000	240,000
Preferred stock, shares issued	117,586	200,000
Preferred stock, shares outstanding	117,586	200,000

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Sales	$ 783	$ 849	$ 2,106	$ 3,080
Less customer programs and excise taxes	23	43	129	141
Net sales	760	806	1,977	2,939
Cost of sales	560	638	1,476	1,940
Gross profit	200	168	501	999
Operating expenses:
Sales and marketing expenses	218	303	699	1,180
General and administrative expenses	435	172	1,149	1,287
(Gain) loss on disposal of property and equipment	(1)		(1)	3
Total operating expenses	652	475	1,847	2,470
Loss from operations	(452)	(307)	(1,346)	(1,471)
Other income (expense), net
Interest expense	(409)	(203)	(965)	(850)
Loss on debt to equity conversion		(1,321)		(1,321)
Other income	33	25	37	57
Total other income (expense), net	(376)	(1,499)	(928)	(2,114)
Loss before income taxes	(828)	(1,806)	(2,274)	(3,585)
Provision for income taxes
Net loss from continuing operations	(828)	(1,806)	(2,274)	(3,585)
Net loss from discontinued operations	(531)	(350)	(1,866)	(1,812)
Net loss	(1,359)	(2,156)	(4,140)	(5,397)
Preferred stock dividends	(38)	(38)	(113)	(113)
Net loss attributable to common shareholders	$ (1,397)	$ (2,194)	$ (4,253)	$ (5,510)
Basic net loss per common share	$ (0.66)	$ (2)	$ (2.28)	$ (5.93)
Basic weighted average common shares outstanding	2,116	1,097	1,862	929

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022				$ 73,505,000	$ (75,021,000)	$ (1,516,000)
Balance, shares at Dec. 31, 2022	2,500		810
Issuance of common stock for services by third parties				83,000		83,000
Issuance of common stock for services by third parties, shares			11
Issuance of common stock for services by employees				60,000		60,000
Issuance of common stock for services by employees, shares			12
Preferred stock dividends					(38,000)	(38,000)
Preferred stock dividends, shares
Net loss					(1,598,000)	(1,598,000)
Balance at Mar. 31, 2023				73,648,000	(76,657,000)	(3,009,000)
Balance, shares at Mar. 31, 2023	2,500		833
Balance at Dec. 31, 2022				73,505,000	(75,021,000)	(1,516,000)
Balance, shares at Dec. 31, 2022	2,500		810
Net loss						(5,397,000)
Balance at Sep. 30, 2023				83,185,000	(80,531,000)	2,654,000
Balance, shares at Sep. 30, 2023	2,500	200	1,538
Balance at Mar. 31, 2023				73,648,000	(76,657,000)	(3,009,000)
Balance, shares at Mar. 31, 2023	2,500		833
Preferred stock dividends					(37,000)	(37,000)
Net loss					(1,643,000)	(1,643,000)
Shares issued for cash, net of issuance costs				651,000		651,000
Shares issued for cash, net of issuance costs, shares			135
Balance at Jun. 30, 2023				74,299,000	(78,337,000)	(4,038,000)
Balance, shares at Jun. 30, 2023	2,500		968
Issuance of common stock for services by third parties				373,000		373,000
Issuance of common stock for services by third parties, shares			121
Issuance of common stock for services by employees				33,000		33,000
Issuance of common stock for services by employees, shares			11
Preferred stock dividends					(38,000)	(38,000)
Net loss					(2,156,000)	(2,156,000)
Shares issued for cash, net of issuance costs				649,000		649,000
Shares issued for cash, net of issuance costs, shares			141
Debt to equity conversion				7,831,000		7,831,000
Debt to equity conversion, shares		200	297
Balance at Sep. 30, 2023				83,185,000	(80,531,000)	2,654,000
Balance, shares at Sep. 30, 2023	2,500	200	1,538
Balance at Dec. 31, 2023				83,559,000	(82,706,000)	853,000
Balance, shares at Dec. 31, 2023	2,500	200	1,706
Issuance of common stock for services by third parties				2,000		2,000
Issuance of common stock for services by third parties, shares			2
Preferred stock dividends					(38,000)	(38,000)
Net loss					(1,293,000)	(1,293,000)
Balance at Mar. 31, 2024				83,561,000	(84,037,000)	(476,000)
Balance, shares at Mar. 31, 2024	2,500	200	1,708
Balance at Dec. 31, 2023				83,559,000	(82,706,000)	853,000
Balance, shares at Dec. 31, 2023	2,500	200	1,706
Net loss						(4,140,000)
Balance at Sep. 30, 2024				84,499,000	(86,959,000)	(2,460,000)
Balance, shares at Sep. 30, 2024	2,500	118	3,140
Balance at Mar. 31, 2024				83,561,000	(84,037,000)	(476,000)
Balance, shares at Mar. 31, 2024	2,500	200	1,708
Issuance of common stock for services by third parties
Issuance of common stock for services by third parties, shares
Issuance of common stock for services by employees				67,000		67,000
Issuance of common stock for services by employees, shares			55
Preferred stock dividends					(37,000)	(37,000)
Net loss					(1,488,000)	(1,488,000)
Balance at Jun. 30, 2024				83,628,000	(85,562,000)	(1,934,000)
Balance, shares at Jun. 30, 2024	2,500	200	1,763
Preferred stock dividends				150,000	(38,000)	112,000
Preferred stock dividends, shares			178
Net loss					(1,359,000)	(1,359,000)
Shares issued for cash, net of issuance costs				392,000		392,000
Shares issued for cash, net of issuance costs, shares			442
Common stock issued for conversion of Series C Preferred shares
Common stock issued for conversion of Series C Preferred shares, shares		(82)	757
Warrants issued in relation to debt issuance				329,000		329,000
Balance at Sep. 30, 2024				$ 84,499,000	$ (86,959,000)	$ (2,460,000)
Balance, shares at Sep. 30, 2024	2,500	118	3,140

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash Flows From Operating Activities:
Net loss	$ (1,359)	$ (1,293)	$ (2,156)	$ (1,598)	$ (4,140)	$ (5,397)
Net loss from discontinued operations					1,866	1,812
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization					99	114
Bad debt expense						19
Impairment loss						(25)
(Gain) loss on disposal of assets	(1)				(1)	3
Inventory reserve					(2)	(8)
Loss on debt to equity conversion			1,321			1,321
Stock dividend payable						(113)
Amortization of debt issuance costs					236
Interest accrued to secured credit facilities					27	71
Interest accrued to notes payable					481
Payment of accrued interest on secured credit facilities						(142)
Interest accrued to secured credit facilities, related party					183
Payment of accrued interest on secured credit facilities, related party					(81)
Interest accrued for amounts due to related parties						348
Payment of accrued interest on amounts due to related parties						(348)
Issuance of common stock for services by third parties					2	94
Issuance of common stock for services by employees					67	456
Changes in operating assets and liabilities:
Trade receivables, net					59	54
Inventories					259	597
Prepaid expenses and other assets					(1)	(48)
Right-of-use assets					250	233
Accounts payable					(39)	93
Accrued liabilities					(47)	(632)
Other liabilities, related party					81	556
Net lease liabilities					(276)	(236)
Net cash used in operating activities of continuing operations					(977)	(1,178)
Net cash used in operating activities of discontinued operations					(626)	(541)
Net cash used in operating activities					(1,603)	(1,719)
Cash Flows From Investing Activities:
Proceeds from sale of fixed assets						51
Purchases of property and equipment						(60)
Net cash used in investing activities of continuing operations						(9)
Net cash provided by (used in) investing activities of discontinued operations					114	(111)
Net cash provided by (used in) investing activities					114	(120)
Cash Flows From Financing Activities:
Proceeds from  issuance of stock					393	1,300
Proceeds from secured credit facilities					1,100	56
Net cash provided by financing activities					1,493	1,356
Net increase (decrease) in cash					4	(483)
Cash at the beginning of the period		$ 306		$ 612	306	612	$ 612
Cash at the end of the period	$ 310		$ 129		310	129	$ 306
Supplemental Disclosure of Cash Flow Information
Cash paid during the period for interest					12	1,056
Cash paid for amounts included in measurement of lease liabilities					234	254
Supplemental Disclosure of Non-Cash Financing Activity
Dividends issued					150
Warrants issued in relation to debt issuance					329
Debt exchanged for equity						6,510
Accrued interest rolled into notes payable						$ 241

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (1,359)	$ (1,488)	$ (1,293)	$ (2,156)	$ (1,643)	$ (1,598)	$ (4,140)	$ (5,397)

Description of Business

Description of Business	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	1. Description of Business Eastside Distilling (the “Company” or “Eastside Distilling”) was incorporated under the laws of Nevada in 2004 under the name of Eurocan Holdings, Ltd. In December 2014, the Company changed its corporate name to Eastside Distilling, Inc. to reflect the acquisition of Eastside Distilling, LLC. On September 4, 2024, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with East Acquisition Sub Inc. (“Merger Sub”) and Beeline Financial Holdings, Inc. (“Beeline”). The Merger closed on October 7, 2024. Beeline is a mortgage technology company that operates an end-to-end, all-digital, AI-enhanced platform for homeowners and property investors. The Company currently employs 88 people in the United States, including Beeline’s employees and excluding Craft Canning + Printing (“Craft C+P”) employees. On September 4, 2024, the Company and its subsidiary, Craft C+P, entered into a Debt Exchange Agreement (the “Debt Agreement”), which closed on October 7, 2024, resulting in the assignment by the Company of 720 barrels of spirits to Craft C+P, followed by the merger of Craft C+P into a limited liability company owned by certain creditors of the Company. Given that the effect of the Debt Agreement meets all the initial criteria of ASC Topic 205-20, Presentation of Financial Statements – Discontinued Operations Subsequent to the execution of the Debt Agreement, the Company organized a subsidiary named “Bridgetown Spirits Corp.” (“Bridgetown”), which was incorporated on October 3, 2024, and assigned to Bridgetown the Company’s business of manufacturing and marketing spirits. Bridgetown manufactures, acquires, blends, bottles, imports, markets and sells a wide variety of alcoholic beverages under recognized brands. Bridgetown’s brands span several alcoholic beverage categories, including whiskey, vodka, rum, and tequila. Bridgetown sells products on a wholesale basis to distributors in open states and through brokers in control states.

Liquidity

Liquidity	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity	2. Liquidity Through September 30, 2024, the Company’s primary capital requirements have been for cash used in operating activities and for the repayment of debt. Funds for the Company’s cash and liquidity needs have historically not been generated from operations but rather from loans as well as from convertible debt and equity financing. The Company has been dependent on raising capital from debt and equity financing to meet the Company’s operating needs. The Company had an accumulated deficit of $ 87.0 4.1 On October 7, 2024, the Company satisfied all of its secured debt and $ 2.5 44,279 8.6 10.1 The Company’s ability, therefore, to meet its ongoing operating cash needs over the next 12 months will depend in part on generating positive operating cash flow through increased sales. However, the Company will continue to depend, for the foreseeable future, on debt and/or equity financing. If the Company is unable to obtain additional financing, or additional financing is not available on acceptable terms, the Company may seek to sell assets, reduce operating expenses, reduce or eliminate marketing initiatives, and take other measures that could impair its ability to be successful. Although the Company’s audited financial statements for the year ended December 31, 2023 were prepared under the assumption that it would continue operations as a going concern, the report of its independent registered public accounting firm that accompanied the financial statements for the year ended December 31, 2023 contained a going concern explanatory paragraph in which such firm expressed substantial doubt about the Company’s ability to continue as a going concern, based on the financial statements at that time. If the Company cannot continue as a going concern, its stockholders would likely lose most or all of their investment in it. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited)

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements for Eastside Distilling, Inc. and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been condensed or eliminated as permitted under the SEC’s rules and regulations. In management’s opinion, the unaudited consolidated financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2024, its operating results for the three and nine months ended September 30, 2024 and 2023 and its cash flows for the nine months ended September 30, 2024 and 2023. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Interim results are not necessarily indicative of the results that may be expected for an entire fiscal year. The consolidated financial statements include the accounts of Eastside Distilling, Inc. and its wholly-owned subsidiary Bridgetown. The consolidated financial statements also include the accounts of two other wholly-owned subsidiaries, Craft Canning + Bottling, LLC (doing business as Craft Canning + Printing) and Galactic Unicorn Packaging, LLC, presented as assets and liabilities held for sale. All intercompany balances and transactions have been eliminated on consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition Net sales include product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers The Company recognizes spirits sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission, the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. In the Craft C+P segment, sales are recognized when printed cans are delivered or when mobile filling services are performed. Customer Programs Customer programs, which include customer promotional discount programs, are a common practice in the alcoholic beverage industry. The Company reimburses wholesalers for an agreed amount to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs are recorded as reductions to net sales in accordance with ASC 606 - Revenue from Contracts with Customers 40,302 43,551 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) Excise Taxes The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) regulations, which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcoholic beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes totaled $ 0.1 0.2 Cost of Sales Cost of sales consists of all direct costs related to both spirits and canning for service, labor, overhead, packaging, and in-bound freight charges. Raw materials account for the largest portion of the cost of sales, followed by packaging and production costs. Sales and Marketing Expenses Sales and marketing expenses consist of sponsorships, agency fees, digital media, salary and benefit expenses, travel and entertainment expenses. Sales and marketing costs are expensed as incurred. Advertising expenses totaled $ 44,480 0.1 General and Administrative Expenses General and administrative expenses consist of salary and benefit expenses, travel and entertainment expenses for executive and administrative staff, rent and utilities, professional fees, insurance, and amortization and depreciation expense. General and administrative costs are expensed as incurred. Stock-Based Compensation The Company recognizes as compensation expense all stock-based awards issued to employees. The compensation cost is measured based on the grant-date fair value of the related stock-based awards and is recognized over the service period of stock-based awards, which is generally the same as the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which estimates the fair value of each award on the date of grant based on a variety of assumptions including expected stock price volatility, expected terms of the awards, risk-free interest rate, and dividend rates, if applicable. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments at the end of each reporting period and as the underlying stock-based awards vest. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of the trade receivables of Bridgetown. As of September 30, 2024, two distributors represented 75 84 67 69 Fair Value Measurements GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. As of September 30, 2024 and December 31, 2023, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by GAAP. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows: Level 1: Fair value of the asset or liability is determined using cash or unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Fair value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Fair value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect management’s own assumptions regarding the applicable asset or liability. None of the Company’s assets or liabilities were measured at fair value as of September 30, 2024 or December 31, 2023. However, GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of trade receivables, accounts payable, accrued liabilities, notes payable, and the secured credit facilities. The estimated fair value of trade receivables, accounts payable, and accrued liabilities approximate their carrying value due to the short period of time to their maturities. As of September 30, 2024 and December 31, 2023, the principal amounts of the Company’s notes approximated fair value. Items Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities acquired in a business acquisition are valued at fair value at the date of acquisition due to having indefinite lives. The Company, on an annual basis, tests the indefinite life assets for impairment. If an indefinite life asset is found to be impaired, then the Company will estimate its useful life and amortize the asset over the remainder of its useful life. Inventories Inventories primarily consist of bulk and bottled liquor and raw materials and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (“FIFO”) method. A portion of the Company’s finished goods inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory. Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three seven years Intangible Assets / Goodwill The Company accounts for certain intangible assets at cost. Management reviews these intangible assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount, an impairment loss would be recognized to write down the asset to its estimated fair value. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) Long-lived Assets The Company accounts for long-lived assets, including certain intangible assets, at amortized cost. Management reviews long-lived assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized to write down the asset to its estimated fair value. Comprehensive Income The Company did not have any other comprehensive income items in either of the nine month periods ended September 30, 2024 or 2023. Accounts Receivable Factoring Program The Company had two accounts receivable factoring programs: one for its spirits customers (the “spirits program”) that had a zero balance as of September 30, 2024 and another for its co-packing customers (the “co-packing program”) that terminated in August 2023. Under the programs, the Company had the option to sell certain customer account receivables in advance of payment for 75 85 0.5 1 Transfers and Servicing 0.7 20,821 Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) . In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures .

Discontinued Operations

Discontinued Operations	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	4. Discontinued Operations Discontinued Operations The Company reports discontinued operations by applying the following criteria in accordance with ASC Topic 205-20, Presentation of Financial Statements – Discontinued Operations Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) On September 4, 2024, the Company and its subsidiary, Craft C+P, entered into the Debt Agreement with The B.A.D. Company, LLC (the “SPV”), Aegis Security Insurance Company (“Aegis”), Bigger Capital Fund, LP (“Bigger”), District 2 Capital Fund, LP (“District 2”), LDI Investments, LLC (“LDI”), William Esping (“Esping”), WPE Kids Partners (“WPE”) and Robert Grammen (“Grammen”), collectively, the “Investors”. The SPV is a special purpose vehicle whose equity is shared 50 50 On October 7, 2024, a closing will be held pursuant to the terms of the Debt Agreement. Aegis, Bigger, District 2 and LDI will transfer to the Company 31,234 119,873 4.1 2.5 Assets and liabilities related to Craft C+P were as follows: Schedule of Disposal Groups, Including Discontinued Operations (Dollars in thousands) September 30, 2024 December 31, 2023 Assets Current assets: Cash $ 135 $ 96 Trade receivables, net 756 396 Inventories 1,071 526 Prepaid expenses and other current assets 678 250 Total current assets 2,640 1,268 Property and equipment, net 4,156 4,598 Right-of-use assets 1,415 1,923 Intangible assets, net 517 827 Other assets, net 210 321 Total Assets $ 8,938 $ 8,937 Liabilities Current liabilities: Accounts payable $ 2,130 $ 1,014 Accrued liabilities 266 110 Deferred revenue 42 88 Current portion of lease liabilities 686 665 Total current liabilities 3,124 1,877 Lease liabilities, net of current portion 843 1,366 Total liabilities $ 3,967 $ 3,243 Income and expense related to Craft C+P were as follows for the nine months ended September 30, 2024 and 2023: (Dollars in thousands) 2024 2023 Sales $ 6,775 $ 5,637 Less customer programs and excise taxes 117 79 Net sales 6,658 5,558 Cost of sales 6,322 5,378 Gross profit 336 180 Operating expenses: Sales and marketing expenses 45 81 General and administrative expenses 2,355 2,103 Gain on disposal of property and equipment (195 ) (171 ) Total operating expenses 2,205 2,013 Loss from operations (1,869 ) (1,833 ) Other income (expense), net Interest expense - (12 ) Other income 3 33 Total other income, net 3 21 Loss before income taxes (1,866 ) (1,812 ) Provision for income taxes - - Net loss $ (1,866 ) $ (1,812 ) Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited)

Business Segment Information

Business Segment Information	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Business Segment Information	5. Business Segment Information As of September 30, 2024, the Company’s internal management financial reporting consisted of Bridgetown and corporate. The Bridgetown brands span several alcoholic beverage categories, including whiskey, vodka, rum, and tequila and are sold on a wholesale basis to distributors in open states, and to brokers in control states. The Company’s principal area of operation is in the U.S. It has one Bridgetown customer that represents 67 The measure of profitability reviewed are condensed statements of operations and gross margins. These business segments reflect how operations are managed, operating performance is evaluated and the structure of internal financial reporting. Total asset information by segment is not provided to, or reviewed by, the chief operating decision maker (“CODM”) as it is not used to make strategic decisions, allocate resources or assess performance. The accounting policies of the segments are the same as those described for the Company in the Summary of Significant Accounting Policies in Note 3. Segment information was as follows for the nine months ended September 30: Schedule of Segment Information (Dollars in thousands) 2024 2023 Bridgetown Sales $ 2,106 $ 3,080 Net sales 1,977 2,939 Cost of sales 1,476 1,940 Gross profit 501 999 Total operating expenses 698 1,183 Net loss (162 ) (130 ) Gross margin 25 % 34 % Depreciation and amortization 99 114 Corporate Total operating expenses $ 1,149 $ 1,287 Net loss (2,112 ) (3,455 ) Interest expense 965 850 Significant noncash items: Stock compensation - 98

Inventories

Inventories	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Inventories	6. Inventories Inventories consisted of the following: Schedule of Inventories (Dollars in thousands) September 30, 2024 December 31, 2023 Raw materials $ 770 $ 1,740 Finished goods 1,023 946 Total inventories $ 1,793 $ 2,686 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited)

Prepaid Expenses and Other Curr

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2024
Prepaid Expenses And Other Current Assets
Prepaid Expenses and Other Current Assets	7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets (Dollars in thousands) September 30, 2024 December 31, 2023 Prepayment of inventory $ 69 $ 52 Other 107 61 Total prepaid expenses and other current assets $ 176 $ 113

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	8. Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment (Dollars in thousands) September 30, 2024 December 31, 2023 Useful Life (in years) Furniture and fixtures $ 625 $ 625 3.0 7.0 Leasehold improvements 1,386 1,386 3.5 5.0 Vehicle 27 27 7.0 Total cost 2,038 2,038 Less accumulated depreciation (1,926 ) (1,869 ) Total property and equipment, net $ 112 $ 169 Purchases of property and equipment for the nine months ended September 30, 2024 and 2023 were nil 0.1 0.1 During the nine months ended September 30, 2024, the Company did not dispose of any fixed assets. During the nine months ended September 30, 2023, the Company disposed of fixed assets for proceeds of $ 0.1 0.1 2,962

Intangible Assets

Intangible Assets	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	9. Intangible Assets Intangible assets consisted of the following: Schedule of Intangible Assets (Dollars in thousands) September 30, 2024 December 31, 2023 Permits and licenses $ 25 $ 25 Azuñia brand 4,153 4,153 Intangible assets $ 4,178 $ 4,178 The Company’s intangible assets were determined to have an indefinite life and are not amortized. The Company, on an annual basis, tests the indefinite life assets for impairment. If the carrying value of an indefinite life asset is found to be impaired, then the Company will record an impairment loss and reduce the carrying value of the asset. As of December 31, 2023, the Company determined that the Azuñia assets were impaired and recorded an impairment cost of $ 0.4 No

Other Assets

Other Assets	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	10. Other Assets Other assets consisted of the following: Schedule of Other Assets (Dollars in thousands) September 30, 2024 December 31, 2023 Product branding $ 396 $ 396 Deposits 171 172 Other - 23 Total other assets 567 591 Less accumulated amortization (385 ) (344 ) Other assets, net $ 182 $ 247 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) As of September 30, 2024, the Company had $ 0.4 seven-year Amortization expense totalled $ 41,250 42,857 The deposits represent the office lease deposits and cash collateral for the Company’s credit cards.

Leases

Leases	9 Months Ended
	Sep. 30, 2024
Leases
Leases	11. Leases The Company has various lease agreements in place for its warehouse and copier. Terms of these leases include, in some instances, scheduled rent increases, renewals, purchase options and maintenance costs, and vary by lease. These lease obligations expire at various dates through 2026. The Company determines if an arrangement is a lease at inception. As the rate implicit in each lease is not readily determinable, the Company uses its incremental borrowing rate based on information available at commencement to determine the present value of the lease payments. Right-of-use assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Leases with an initial term of 12 months or less (“short-term leases”) are not recorded on the balance sheet and are recognized on a straight-line basis over the lease term. As of September 30, 2024, the amount of right-of-use assets and lease liabilities were each $ 0.4 0.2 0.1 0.1 Maturities of lease liabilities as of September 30, 2024 were as follows: Schedule of Maturities of Operating Lease Liabilities (Dollars in thousands) Operating Leases Weighted- Average Remaining Term in Years 2024 $ 58 2025 210 2026 164 2027 - 2028 - Thereafter - Total lease payments 432 Less imputed interest (based on 6.1 (28 ) Present value of lease liability $ 404 2.06

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Notes Payable	12. Notes Payable Notes payable consisted of the following: Schedule of Notes Payable (Dollars in thousands) September 30, 2024 December 31, 2023 Promissory notes payable bearing interest of 6.0 36 April 2024 $ 486 $ 486 Amended and restated promissory notes payable bearing interest of 8.0 March 2025 7,669 7,556 Total notes payable 8,155 8,042 Less current portion (8,155 ) (486 ) Long-term portion of notes payable $ - $ 7,556 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) The Company paid $ 11,588 1.1 Maturities on notes payable as of September 30, 2024 were as follows: Schedule of Maturities on Notes payable (Dollars in thousands) 2024 486 2025 7,669 2026 - 2027 - 2028 - Thereafter - Total $ 8,155

Secured Credit Facilities

Secured Credit Facilities	9 Months Ended
	Sep. 30, 2024
Secured Credit Facilities
Secured Credit Facilities	13. Secured Credit Facilities Note Purchase Agreement On October 7, 2022, the Company entered into a Note Purchase Agreement dated as of October 6, 2022 with Aegis. Pursuant to the Note Purchase Agreement, Aegis purchased from the Company a secured promissory note in the principal amount of $ 4.5 3.3 1.2 9.25 On September 29, 2023, the Company entered into a Debt Satisfaction Agreement with Aegis and other creditors, pursuant to which the Aegis Note was amended and restated. See: Note 16, Stockholders Equity – Debt Satisfaction Agreement. 1.9 “ ” 29 2.6 0.1 6% Secured Convertible Promissory Notes On April 19, 2021, the Company entered into a securities purchase agreement (“Purchase Agreement”) with accredited investors (“Subscribers”) for their purchase of up to $ 3.3 6 0.0001 44.00 60 52.00 3.3 Roth Capital, LLC acted as placement agent in the private offering, and the Company paid the Placement Agent a cash fee of five percent ( 5 3.1 Interest on the Notes accrued at a rate of 6 October 18, 2022 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) All amounts due under the Notes are convertible at any time after the issuance date, in whole or in part (subject to rounding for fractional shares), at the option of the holders into the Company’s common stock at a fixed conversion price, which is subject to adjustment as summarized below. The Notes were initially convertible into the Company’s common stock at an initial fixed conversion price of $ 44.00 6 26.00 3.5 24.00 The Notes contain customary triggering events including but not limited to: (i) failure to make payments when due under the Notes; and (ii) bankruptcy or insolvency of the Company. If a triggering event occurs, each holder may require the Company to redeem all or any portion of the Notes (including all accrued and unpaid interest thereon), in cash. The Notes are secured by a subordinated security interest in the Company’s assets pursuant to the terms of a Security Agreement entered into between the Company and the Subscribers. On October 13, 2022, the Company entered into an Amendment Agreement with the holders of the 6 4,808 On September 29, 2023, the Company entered into a Debt Satisfaction Agreement with the Subscribers and other creditors, pursuant to which the Maturity Date of the Notes was extended from November 18, 2022 to March 31, 2025 and interest accrues at 9 See: Note 16, Stockholders Equity – Debt Satisfaction Agreement. 3.3 50 0.4 27,451 2024 Secured Notes On May 15, 2024, the Company entered into a Loan Agreement with the SPV, Aegis, Bigger, District 2, and LDI. Pursuant to the Loan Agreement, Bigger, District 2 and LDI purchased from the Company for $ 1.1 1.1 The 2024 Secured Notes may be satisfied by payment of 110% of principal on or before November 29, 2024, by payment of 130% of principal on or before March 30, 2025 or by payment of 140% of principal on March 31, 2025. With each 2024 Secured Note, the Company issued Warrants to purchase a share of the Company’s common stock for $ 5.00 five years 598,021 299,011 The Loan Agreement provides that if the 2024 Secured Notes have not been satisfied by November 29, 2024, then until March 31, 2025 each of the Subscribers will have the right to purchase a “Kicker Note” in the amount of $ 0.5 0.3 The Company’s obligations under the 2024 Secured Notes and the Kicker Notes (collectively, the “2024 Notes”) are secured by the Company’s pledge of its assets, subject to certain specified exceptions. In connection with the Loan Agreement, the Company, Aegis, Bigger and District 2 amended and restated the Intercreditor Agreement they had executed on September 29, 2023. In the Amended and Restated Intercreditor Agreement, Aegis, Bigger and District 2 subordinate their liens on any barrels of spirits owned by the Company, and the parties agree that the net proceeds of any sale of barrels will be paid to the Subscribers in satisfaction of the 2024 Notes. Commencing when all barrels have been sold, the lien of the Subscribers under the 2024 Notes will become pari passu with the senior lien on the remaining collateral. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited)

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	14. Commitments and Contingencies Legal Matters On March 1, 2023, Sandstrom Partners, Inc. filed a complaint in the Circuit Court of the State of Oregon for the County of Multnomah alleging the Company failed to pay for its services pursuant to an agreement entered into on October 16, 2019. The complaint sought damages of $ 245,000 On December 15, 2020, Grover Wickersham filed a complaint in the United States District Court for the District of Oregon against the Company. Mr. Wickersham, the former CEO and Chairman of the Board of the Company, has asserted causes of action for fraud in the inducement, breach of contract, breach of the implied covenant of good faith and fair dealing, defamation, interference with economic advantage, elder financial abuse, and dissemination of false and misleading proxy materials. During June 2024, this case was settled. The Company is not currently subject to any other material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material. Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources.

Net Income (Loss) per Common Sh

Net Income (Loss) per Common Share	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Net Income (Loss) per Common Share	15. Net Income (Loss) per Common Share Basic income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Potentially dilutive securities consist of the incremental common stock issuable upon exercise of stock options, convertible notes and warrants. Potentially dilutive securities are excluded from the computation if their effect is anti-dilutive. There were no

Stockholders_ Equity

Stockholders’ Equity	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
Stockholders’ Equity	16. Stockholders’ Equity Debt Satisfaction Agreement On September 29, 2023, the Company entered into a Debt Satisfaction Agreement (the “DSA”) with the SPV, Aegis, Bigger, District 2, LDI and TQLA, LLC. The SPV is a special purpose vehicle whose equity is shared 50% by Bigger and District 2 and 50% by Aegis and LDI. Pursuant to the DSA, on September 29, 2023, the Company issued to the SPV 296,722 200,000 6.5 1.3 ● the principal balance of the Secured Promissory Note issued by the Company to Aegis on October 6, 2022 was reduced by $ 1.9 ● the Company’s debt to LDI of $ 1.4 ● the aggregate principal balance of the Secured Convertible Promissory Notes issued by the Company to Bigger in April and May of 2021 was reduced by $ 1.6 ● the aggregate principal balance of the Secured Convertible Promissory Notes issued by the Company to District 2 in April and May of 2021 was reduced by $ 1.6 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) Further pursuant to the DSA: ● the maturity date of the secured debt listed above as well as unsecured notes issued by the Company and held by Bigger and District 2 in the aggregate amount of $ 7.4 March 31, 2025 8 ● the Company, Aegis, Bigger and District 2 entered into an Intercreditor Agreement, pursuant to which the remaining secured debt obligations of the Company to Aegis, Bigger and District 2 were made pari passu ● the Common Stock Purchase Warrant issued by the Company to TQLA LLC on March 21, 2022, which permits TQLA LLC to purchase up to 145,834 9.99 19.99 ● Upon the liquidation, dissolution and winding up of the Company, or upon the effective date of a consolidation, merger or statutory share exchange in which the Company is not the surviving entity, the holder of each share of the Series C Preferred Stock shall be entitled to a distribution prior to and in preference of the holders of the common stock. ● In the event the Company declares a dividend payable in cash or stock to holders of any class of stock, the holder of each share of Series C Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Company’s common stock into which that holder’s Series C Preferred Stock could be converted on the record date for the distribution common stock. The dividends issued on the Company s outstanding Series B Preferred Stock are excluded from this provision. ● The holders of Series C Preferred Stock shall have no voting rights; except that nothing will limit a holder’s voting rights with respect to shares of any other class of the Company’s common stock held from time to time. Issuance of Common Stock During the nine months ended September 30, 2024, the Company issued 1,764 2,046 1.16 3.05 55,738 0.1 1.21 On September 5, 2024, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 92,815 1.00 0.9999 349,227 0.0001 On September 29, 2023, pursuant to the DSA (see discussion above), the Company issued to the SPV 296,722 200,000 6.5 During the year ended December 31, 2023, the Company issued 162,849 0.7 1.29 7.40 3.05 7.40 During the year ended December 31, 2023, the Company sold 343,495 1.4 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) 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 62.00 42,500 The Series B Preferred Stock accrues dividends at a rate of 6 0.5 177,725 0.84 92,957 1.61 0.1 Issuance of Series C Preferred Stock On September 29, 2023, the Company entered into the DSA, pursuant to which the Company issued to the SPV 200,000 28.025 3.05 On September 6, 2024, the SPV converted 82,415 757,395 Bridgetown Spirits Corp. Subsequent to execution of the Debt Agreement, Bridgetown issued 1.0 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, 2023 the number of shares available for grant under the 2016 Plan reset to 437,993 8 2,120 196,619 vesting schedules varying between immediate or three (3) years from the grant date. A summary of all stock option activity as of and for the nine months ended September 30, 2024 is presented below: Summary of Stock Options Activity # of Options Weighted- Outstanding as of December 31, 2023 2,120 $ 57.95 Outstanding and Exercisable as of September 30, 2024 2,120 $ 57.95 The aggregate intrinsic value of options outstanding as of September 30, 2024 was $ 0 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. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) 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 and nine months ended September 30, 2024. Warrants On May 16, 2024, the Company entered into a Loan Agreement with the SPV, Aegis, Bigger, District 2, and LDI. With each 2024 Secured Note, the Company issued a Warrant to purchase a share of the Company’s common stock for $ 5.00 five years 598,021 299,011 0.3 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 Fair Value of Warrants Volatility 100 % Risk-free interest rate 4.4 % Expected term (in years) 5.0 Expected dividend yield - Fair value of common stock $ 0.55 On March 21, 2022, the Company entered into a promissory note with TQLA LLC to accept a one year loan of $ 3.5 24.00 (See discussion above) 9.99 19.99 From April 19, 2021 through May 12, 2021, the Company issued in a private placement Existing Warrants to purchase up to 45,000 52.00 45,000 45,000 60.00 August 19, 2026 see above 33.08 On January 15, 2020, the Company and its subsidiaries entered into a loan agreement (the “Loan Agreement”) between the Company and Live Oak Banking Company (“Live Oak”), a North Carolina banking corporation (the “Lender”) to refinance existing debt of the Company and to provide funding for general working capital purposes In connection with the Loan Agreement, the Company issued to the Lender a warrant to purchase up to 5,000 78.80 January 15, 2025 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) A summary of all warrant activity as of and for the nine months ended September 30, 2024 is presented below: Summary of Warrant Activity Warrants Weighted- Weighted- Aggregate Outstanding as of December 31, 2023 201,667 3.8 $ 34.87 $ - Granted 1,196,043 5.0 5.00 - Outstanding as of September 30, 2024 1,397,710 4.8 $ 9.31 $ -

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	17. Related Party Transactions The following is a description of transactions since January 1, 2023 as to which the amount involved exceeds the lesser of $ 0.1 1 0.2 Aegis Security Insurance Company On October 7, 2022, the Company entered into a Note Purchase Agreement with Aegis. Pursuant to the Note Purchase Agreement, Aegis purchased from the Company a secured promissory note in the principal amount of $ 4.5 3.3 See discussion of the Aegis transaction in Note 12. LD Investments LLC and Aegis Security Insurance Company On September 29, 2023, the Company entered into a Secured Promissory Note with LDI in the principal amount of $ 1.4 On September 29, 2023, the Company entered into the DSA with LDI, Aegis Security Insurance Company (of which Patrick Kilkenny is the principal owned) and other creditors. See: Note 16, Stockholders Equity – Debt Satisfaction Agreement. S 21 2024 Secured Notes During February 2024, LDI advanced the Company $ 0.6 ee: Note 13, Secured Credit Facilities - 2024 Secured Notes.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	18. Subsequent Events Merger Agreement On September 4, 2024, the Company entered into the Merger Agreement with the Merger Sub and Beeline Financial Holdings, Inc. (“Beeline”). Beeline is a mortgage technology company that operates an end-to-end, all-digital, AI-enhanced platform for homeowners and property investors. On October 7, 2024, the parties executed Amendment No. 1 to the Merger Agreement. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) On October 7, 2024, immediately after the closing under the Debt Agreement, a closing was held pursuant to the Merger Agreement (the “Merger Closing”). Beeline merged into Merger Sub and became a wholly-owned subsidiary of the Company, with the name of the surviving subsidiary being changed to Beeline Financial Holdings, Inc. In the Merger, the shareholders of Beeline gained the right to receive a total of 69,482,229 517,771 The sale of the Company’s common stock and Series F Preferred Stock to the shareholders of Beeline was carried out in a transaction exempt from registration pursuant to SEC Regulation 506(b). Debt Agreement On October 7, 2024, a closing was held pursuant to the terms of the Debt Agreement. At that closing, the following transactions were completed: ● Aegis, Bigger, District 2 and LDI transferred to the Company a total of 31,234 119,873 4.1 2.5 ● The Company issued a total of 255,474 2.6 ● The Company issued a total of 200,000 2.0 ● The Company transferred a total of 108,899 0.9 ● The Company issued a total of 190,000 0.2 Preferred Stock On October 7, 2024 the Company filed with the Nevada Secretary of State a Certificate of Designation of 255,474 200,000 70.0 1.0 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. 1.80 9.99 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) 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. 0.25 9.99 Series F Preferred Stock. Each share of Series F Preferred Stock has a stated value of $0.50. The holder of Series F 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 F Preferred Stock will be required for any corporate action that would adversely affect the preferences, privileges or rights of the Series F Preferred Stock. Series F-1 Preferred Stock. The material terms of the Series F-1 Preferred Stock are identical to the material terms of the Series F Preferred Stock, except that holders of Series F-1 Preferred Stock are entitled to case one vote per share at any meeting of the Company’s shareholders. Shareholder Approval. If the shareholders of the Company approve the conversion of the Series F and the Series F-1 Preferred Stock at a meeting to be called for that purpose, each such share will be convertible into common stock by a conversion ratio equal to the stated value of the Series F or F-1 share divided by the Series F Conversion Price. The initial Series F Conversion Price is $0.50 per common share, which is subject to a “Floor Price” equal to 20% of the “Minimum Price” as defined in the Nasdaq Rules. The Series F Conversion Price and the Floor Price are subject to equitable adjustment. In addition, if during the next two years the sum of the common shares outstanding on October 7, 2024 plus shares issuable on conversion of Preferred Stock plus shares issuable on conversion of securities issued in the initial financing of the post-merger company plus shares issued to settle pre-existing liabilities (collectively, the “Measuring Shares”) exceeds 14,848,485, then the Series F Conversion Price will be adjusted to retain the ratio of common share issuable on conversion to the Measuring Shares. Likewise, if the number of Measuring Shares on October 7, 2025 is less than 14,848,485, then the Series F Conversion Price will be adjusted to retain the ration of the Measuring Shares to the number of shares issuable on conversion. 4.99 Series C Preferred Stock On October 25, 2024, the SPV transferred its remaining Series C Preferred Stock, 117,586 1.1 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) Senior Secured Notes Purchase Agreement On November 14, 2024, the Company sold $ 1.9 363,602 1.6 The Notes have a maturity date of 120 days from issuance, were issued with a 20% original issue discount and do not bear interest unless and until one or more of the customary events of default set forth therein occurs, whereupon each Note will bear interest at a rate of 18% per annum. If the Note remains outstanding for 180 days, the Note also requires a special one-time interest payment of 30% which will increase the principal of each Note accordingly. Upon the occurrence of an event of default, each Investor also has the right to require the Company to pay all or any portion of the Note at a 25% premium. Further, the Company is required to prepay the Notes in connection with certain sales of securities or assets at each Investor’s election in an amount equal to 35% of the gross proceeds from such sales. The Company also has the right to prepay all, but not less than all, of the outstanding amounts under the Notes, at its election. The Warrants have a term of five years from issuance and are exercisable at an exercise price of $ 0.50 0.499 The Company also entered in three forms of side letters with the Investors which (i) permitted one Investor which with an affiliate invested $ 0.4 0.4 50 0.1 0.50 Promissory Note On October 30, 2024, the Company entered into a Promissory Note with LDI for $ 0.3 million. A balloon payment of the entire outstanding principal balance of the indebtedness together with all accrued interest shall be due and payable in full on November 24, 2024, totaling $ 0.4 million. Employment Agreement: Chief Executive Officer The Merger Agreement provided that, as a condition to closing of the Merger, The Employment Agreement between the Company and Geoffrey Gwin, the Company’s Chief Executive Officer, would be amended in a manner satisfactory to the Company, Beeline and Mr. Gwin. Accordingly, at the time of the Merger, the Company’s Employment Agreement with Geoffrey Gwin was amended as follows: ● The performance bonuses in the Employment Agreement were replaced by a bonus of $ 90,000 180,000 0.50 ● The Company issued 400,000 ● The Company covenanted that, in the event that the conversion price of the Series F Preferred Stock is reduced, the Company will issue to Mr. Gwin a number of common shares equal to one percent of the additional shares issued as a result of the adjustment. ● The Company agreed to issue 100,000

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements for Eastside Distilling, Inc. and subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements in accordance with GAAP have been condensed or eliminated as permitted under the SEC’s rules and regulations. In management’s opinion, the unaudited consolidated financial statements include all material adjustments, all of which are of a normal and recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2024, its operating results for the three and nine months ended September 30, 2024 and 2023 and its cash flows for the nine months ended September 30, 2024 and 2023. The unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Interim results are not necessarily indicative of the results that may be expected for an entire fiscal year. The consolidated financial statements include the accounts of Eastside Distilling, Inc. and its wholly-owned subsidiary Bridgetown. The consolidated financial statements also include the accounts of two other wholly-owned subsidiaries, Craft Canning + Bottling, LLC (doing business as Craft Canning + Printing) and Galactic Unicorn Packaging, LLC, presented as assets and liabilities held for sale. All intercompany balances and transactions have been eliminated on consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Revenue Recognition	Revenue Recognition Net sales include product sales, less excise taxes and customer programs and incentives. The Company recognizes revenue by applying the following steps in accordance with Accounting Standards Codification (“ASC”) Topic 606 – Revenue from Contracts with Customers The Company recognizes spirits sales when merchandise is shipped from a warehouse directly to wholesale customers (except in the case of a consignment sale). For consignment sales, which include sales to the Oregon Liquor Control Commission, the Company recognizes sales upon the consignee’s shipment to the customer. Postage and handling charges billed to customers are also recognized as sales upon shipment of the related merchandise. Shipping terms are generally FOB shipping point, and title passes to the customer at the time and place of shipment or purchase by customers at a retail location. For consignment sales, title passes to the consignee concurrent with the consignee’s shipment to the customer. The customer has no cancellation privileges after shipment or upon purchase at retail locations, other than customary rights of return. In the Craft C+P segment, sales are recognized when printed cans are delivered or when mobile filling services are performed.
Customer Programs	Customer Programs Customer programs, which include customer promotional discount programs, are a common practice in the alcoholic beverage industry. The Company reimburses wholesalers for an agreed amount to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs are recorded as reductions to net sales in accordance with ASC 606 - Revenue from Contracts with Customers 40,302 43,551 Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited)
Excise Taxes	Excise Taxes The Company is responsible for compliance with the Alcohol and Tobacco Tax and Trade Bureau (“TTB”) regulations, which includes making timely and accurate excise tax payments. The Company is subject to periodic compliance audits by the TTB. Individual states also impose excise taxes on alcoholic beverages in varying amounts. The Company calculates its excise tax expense based upon units produced and on its understanding of the applicable excise tax laws. Excise taxes totaled $ 0.1 0.2
Cost of Sales	Cost of Sales Cost of sales consists of all direct costs related to both spirits and canning for service, labor, overhead, packaging, and in-bound freight charges. Raw materials account for the largest portion of the cost of sales, followed by packaging and production costs.
Sales and Marketing Expenses	Sales and Marketing Expenses Sales and marketing expenses consist of sponsorships, agency fees, digital media, salary and benefit expenses, travel and entertainment expenses. Sales and marketing costs are expensed as incurred. Advertising expenses totaled $ 44,480 0.1
General and Administrative Expenses	General and Administrative Expenses General and administrative expenses consist of salary and benefit expenses, travel and entertainment expenses for executive and administrative staff, rent and utilities, professional fees, insurance, and amortization and depreciation expense. General and administrative costs are expensed as incurred.
Stock-Based Compensation	Stock-Based Compensation The Company recognizes as compensation expense all stock-based awards issued to employees. The compensation cost is measured based on the grant-date fair value of the related stock-based awards and is recognized over the service period of stock-based awards, which is generally the same as the vesting period. The fair value of stock options is determined using the Black-Scholes valuation model, which estimates the fair value of each award on the date of grant based on a variety of assumptions including expected stock price volatility, expected terms of the awards, risk-free interest rate, and dividend rates, if applicable. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments at the end of each reporting period and as the underlying stock-based awards vest.
Concentrations	Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of the trade receivables of Bridgetown. As of September 30, 2024, two distributors represented 75 84 67 69
Fair Value Measurements	Fair Value Measurements GAAP defines fair value, establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements. GAAP permits an entity to choose to measure many financial instruments and certain other items at fair value and contains financial statement presentation and disclosure requirements for assets and liabilities for which the fair value option is elected. As of September 30, 2024 and December 31, 2023, management has not elected to report any of the Company’s assets or liabilities at fair value under the “fair value option” provided by GAAP. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited) The hierarchy of fair value valuation techniques under GAAP provides for three levels: Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, generally would require significant management judgment. The three levels for categorizing assets and liabilities under GAAP’s fair value measurement requirements are as follows: Level 1: Fair value of the asset or liability is determined using cash or unadjusted quoted prices in active markets for identical assets or liabilities. Level 2: Fair value of the asset or liability is determined using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Fair value of the asset or liability is determined using unobservable inputs that are significant to the fair value measurement and reflect management’s own assumptions regarding the applicable asset or liability. None of the Company’s assets or liabilities were measured at fair value as of September 30, 2024 or December 31, 2023. However, GAAP requires the disclosure of fair value information about financial instruments that are not measured at fair value. Financial instruments consist principally of trade receivables, accounts payable, accrued liabilities, notes payable, and the secured credit facilities. The estimated fair value of trade receivables, accounts payable, and accrued liabilities approximate their carrying value due to the short period of time to their maturities. As of September 30, 2024 and December 31, 2023, the principal amounts of the Company’s notes approximated fair value. Items Measured at Fair Value on a Nonrecurring Basis Certain assets and liabilities acquired in a business acquisition are valued at fair value at the date of acquisition due to having indefinite lives. The Company, on an annual basis, tests the indefinite life assets for impairment. If an indefinite life asset is found to be impaired, then the Company will estimate its useful life and amortize the asset over the remainder of its useful life.
Inventories	Inventories Inventories primarily consist of bulk and bottled liquor and raw materials and are stated at the lower of cost or market. Cost is determined using an average costing methodology, which approximates cost under the first-in, first-out (“FIFO”) method. A portion of the Company’s finished goods inventory is held by certain independent distributors on consignment until it is sold to a third party. The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based primarily on the Company’s estimated forecast of product demand and production requirements. Such write-downs establish a new cost basis of accounting for the related inventory.
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, ranging from three seven years
Intangible Assets / Goodwill	Intangible Assets / Goodwill The Company accounts for certain intangible assets at cost. Management reviews these intangible assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount, an impairment loss would be recognized to write down the asset to its estimated fair value. Eastside Distilling, Inc. and Subsidiaries Notes to Consolidated Financial Statements September 30, 2024 (Unaudited)
Long-lived Assets	Long-lived Assets The Company accounts for long-lived assets, including certain intangible assets, at amortized cost. Management reviews long-lived assets for probable impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. If there is an indication of impairment, management would prepare an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized to write down the asset to its estimated fair value.
Comprehensive Income	Comprehensive Income The Company did not have any other comprehensive income items in either of the nine month periods ended September 30, 2024 or 2023.
Accounts Receivable Factoring Program	Accounts Receivable Factoring Program The Company had two accounts receivable factoring programs: one for its spirits customers (the “spirits program”) that had a zero balance as of September 30, 2024 and another for its co-packing customers (the “co-packing program”) that terminated in August 2023. Under the programs, the Company had the option to sell certain customer account receivables in advance of payment for 75 85 0.5 1 Transfers and Servicing 0.7 20,821
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) . In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures .

Discontinued Operations (Tables

Discontinued Operations (Tables)	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Disposal Groups, Including Discontinued Operations	Assets and liabilities related to Craft C+P were as follows: Schedule of Disposal Groups, Including Discontinued Operations (Dollars in thousands) September 30, 2024 December 31, 2023 Assets Current assets: Cash $ 135 $ 96 Trade receivables, net 756 396 Inventories 1,071 526 Prepaid expenses and other current assets 678 250 Total current assets 2,640 1,268 Property and equipment, net 4,156 4,598 Right-of-use assets 1,415 1,923 Intangible assets, net 517 827 Other assets, net 210 321 Total Assets $ 8,938 $ 8,937 Liabilities Current liabilities: Accounts payable $ 2,130 $ 1,014 Accrued liabilities 266 110 Deferred revenue 42 88 Current portion of lease liabilities 686 665 Total current liabilities 3,124 1,877 Lease liabilities, net of current portion 843 1,366 Total liabilities $ 3,967 $ 3,243 Income and expense related to Craft C+P were as follows for the nine months ended September 30, 2024 and 2023: (Dollars in thousands) 2024 2023 Sales $ 6,775 $ 5,637 Less customer programs and excise taxes 117 79 Net sales 6,658 5,558 Cost of sales 6,322 5,378 Gross profit 336 180 Operating expenses: Sales and marketing expenses 45 81 General and administrative expenses 2,355 2,103 Gain on disposal of property and equipment (195 ) (171 ) Total operating expenses 2,205 2,013 Loss from operations (1,869 ) (1,833 ) Other income (expense), net Interest expense - (12 ) Other income 3 33 Total other income, net 3 21 Loss before income taxes (1,866 ) (1,812 ) Provision for income taxes - - Net loss $ (1,866 ) $ (1,812 )

Business Segment Information (T

Business Segment Information (Tables)	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
Schedule of Segment Information	Segment information was as follows for the nine months ended September 30: Schedule of Segment Information (Dollars in thousands) 2024 2023 Bridgetown Sales $ 2,106 $ 3,080 Net sales 1,977 2,939 Cost of sales 1,476 1,940 Gross profit 501 999 Total operating expenses 698 1,183 Net loss (162 ) (130 ) Gross margin 25 % 34 % Depreciation and amortization 99 114 Corporate Total operating expenses $ 1,149 $ 1,287 Net loss (2,112 ) (3,455 ) Interest expense 965 850 Significant noncash items: Stock compensation - 98

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consisted of the following: Schedule of Inventories (Dollars in thousands) September 30, 2024 December 31, 2023 Raw materials $ 770 $ 1,740 Finished goods 1,023 946 Total inventories $ 1,793 $ 2,686

Prepaid Expenses and Other Cu_2

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Prepaid Expenses And Other Current Assets
Schedule of Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consisted of the following: Schedule of Prepaid Expenses and Other Current Assets (Dollars in thousands) September 30, 2024 December 31, 2023 Prepayment of inventory $ 69 $ 52 Other 107 61 Total prepaid expenses and other current assets $ 176 $ 113

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment consisted of the following: Schedule of Property and Equipment (Dollars in thousands) September 30, 2024 December 31, 2023 Useful Life (in years) Furniture and fixtures $ 625 $ 625 3.0 7.0 Leasehold improvements 1,386 1,386 3.5 5.0 Vehicle 27 27 7.0 Total cost 2,038 2,038 Less accumulated depreciation (1,926 ) (1,869 ) Total property and equipment, net $ 112 $ 169

Intangible Assets (Tables)

Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets	Intangible assets consisted of the following: Schedule of Intangible Assets (Dollars in thousands) September 30, 2024 December 31, 2023 Permits and licenses $ 25 $ 25 Azuñia brand 4,153 4,153 Intangible assets $ 4,178 $ 4,178

Other Assets (Tables)

Other Assets (Tables)	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Assets	Other assets consisted of the following: Schedule of Other Assets (Dollars in thousands) September 30, 2024 December 31, 2023 Product branding $ 396 $ 396 Deposits 171 172 Other - 23 Total other assets 567 591 Less accumulated amortization (385 ) (344 ) Other assets, net $ 182 $ 247

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2024
Leases
Schedule of Maturities of Operating Lease Liabilities	Maturities of lease liabilities as of September 30, 2024 were as follows: Schedule of Maturities of Operating Lease Liabilities (Dollars in thousands) Operating Leases Weighted- Average Remaining Term in Years 2024 $ 58 2025 210 2026 164 2027 - 2028 - Thereafter - Total lease payments 432 Less imputed interest (based on 6.1 (28 ) Present value of lease liability $ 404 2.06

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes payable consisted of the following: Schedule of Notes Payable (Dollars in thousands) September 30, 2024 December 31, 2023 Promissory notes payable bearing interest of 6.0 36 April 2024 $ 486 $ 486 Amended and restated promissory notes payable bearing interest of 8.0 March 2025 7,669 7,556 Total notes payable 8,155 8,042 Less current portion (8,155 ) (486 ) Long-term portion of notes payable $ - $ 7,556
Schedule of Maturities on Notes payable	Maturities on notes payable as of September 30, 2024 were as follows: Schedule of Maturities on Notes payable (Dollars in thousands) 2024 486 2025 7,669 2026 - 2027 - 2028 - Thereafter - Total $ 8,155

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	9 Months Ended
	Sep. 30, 2024
Class of Stock [Line Items]
Summary of Stock Options Activity	A summary of all stock option activity as of and for the nine months ended September 30, 2024 is presented below: Summary of Stock Options Activity # of Options Weighted- Outstanding as of December 31, 2023 2,120 $ 57.95 Outstanding and Exercisable as of September 30, 2024 2,120 $ 57.95
Summary of Warrant Activity	A summary of all warrant activity as of and for the nine months ended September 30, 2024 is presented below: Summary of Warrant Activity Warrants Weighted- Weighted- Aggregate Outstanding as of December 31, 2023 201,667 3.8 $ 34.87 $ - Granted 1,196,043 5.0 5.00 - Outstanding as of September 30, 2024 1,397,710 4.8 $ 9.31 $ -
Warrant [Member]
Class of Stock [Line Items]
Schedule of Fair Value of Warrants	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 Fair Value of Warrants Volatility 100 % Risk-free interest rate 4.4 % Expected term (in years) 5.0 Expected dividend yield - Fair value of common stock $ 0.55

Liquidity (Details Narrative)

Liquidity (Details Narrative) - USD ($) $ in Thousands	3 Months Ended						6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Oct. 07, 2024
Subsequent Event [Line Items]
Accumulated deficit	$ 86,959							$ 86,959		$ 82,706
Net loss	$ 1,359	$ 1,488	$ 1,293	$ 2,156	$ 1,643	$ 1,598		$ 4,140	$ 5,397
Operating activities							$ 10,100			$ 8,600
Subsequent Event [Member]
Subsequent Event [Line Items]
Unsecured debt											$ 2,500
Subsequent Event [Member] | Series C Preferred Stock [Member]
Subsequent Event [Line Items]
Number of shares surrendered											44,279

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Product Information [Line Items]
Customer programs and incentives paid	$ 40,302	$ 43,551
Excise taxes	100,000	200,000
Advertising and marketing expenses	44,480	100,000
Advance payment amount	$ 500,000
Interest charged on advance payment, rate	1%
Minimum [Member]
Product Information [Line Items]
Property and equipment useful life	3 years
Maximum [Member]
Product Information [Line Items]
Property and equipment useful life	7 years
Spirtits Program and Co Packing Program [Member]
Product Information [Line Items]
Concentration risk percentage description	Under the programs, the Company had the option to sell certain customer account receivables in advance of payment for 75% (spirits program) or 85% (co-packing program) of the amount due. When the customer remits payment, the Company receives the remaining balance. For the spirits program, interest is charged on the advanced 75% payment at a rate of 2.4% for the first 30 days plus 1.44% for each additional ten-day period.
Spirits Program [Member]
Product Information [Line Items]
Payment of account receivables in advance percentage	75%
Copacking Program [Member]
Product Information [Line Items]
Payment of account receivables in advance percentage	85%
Factored invoices		700,000
Fees		$ 20,821
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Two Distributor [Member]
Product Information [Line Items]
Trade receivable percentage	75%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Three Distributor [Member]
Product Information [Line Items]
Trade receivable percentage			84%
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | One Distributor [Member]
Product Information [Line Items]
Trade receivable percentage	67%	69%

Schedule of Disposal Groups, In

Schedule of Disposal Groups, Including Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Current assets:
Total current assets	$ 2,640		$ 2,640		$ 1,269
Current liabilities:
Total current liabilities	3,124		3,124		1,877
Other income (expense), net
Loss before income taxes	(531)	$ (350)	(1,866)	$ (1,812)
Craft C+P [Member]
Current assets:
Cash	135		135		96
Trade receivables, net	756		756		396
Inventories	1,071		1,071		526
Prepaid expenses and other current assets	678		678		250
Total current assets	2,640		2,640		1,268
Property and equipment, net	4,156		4,156		4,598
Right-of-use assets	1,415		1,415		1,923
Intangible assets, net	517		517		827
Other assets, net	210		210		321
Total Assets	8,938		8,938		8,937
Current liabilities:
Accounts payable	2,130		2,130		1,014
Accrued liabilities	266		266		110
Deferred revenue	42		42		88
Current portion of lease liabilities	686		686		665
Total current liabilities	3,124		3,124		1,877
Lease liabilities, net of current portion	843		843		1,366
Total liabilities	$ 3,967		3,967		$ 3,243
Sales			6,775	5,637
Less customer programs and excise taxes			117	79
Net sales			6,658	5,558
Cost of sales			6,322	5,378
Gross profit			336	180
Operating expenses:
Sales and marketing expenses			45	81
General and administrative expenses			2,355	2,103
Gain on disposal of property and equipment			(195)	(171)
Total operating expenses			2,205	2,013
Loss from operations			(1,869)	(1,833)
Other income (expense), net
Interest expense				(12)
Other income			3	33
Total other income, net			3	21
Loss before income taxes			(1,866)	(1,812)
Provision for income taxes
Net loss			$ (1,866)	$ (1,812)

Discontinued Operations (Detail

Discontinued Operations (Details Narrative) - USD ($) $ in Millions		3 Months Ended
	Oct. 07, 2024	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 04, 2024
Common Stock [Member]
Shares transfer		442	141	135
Subsequent Event [Member]
Senior unsecured debt	$ 2.5
Debt Agreement [Member] | Subsequent Event [Member] | Investor [Member]
Senior secured debt	4.1
Senior unsecured debt	$ 2.5
Debt Agreement [Member] | Subsequent Event [Member] | Aegis, Bigger, District 2 and LDI [Member] | Common Stock [Member]
Shares transfer	119,873
Debt Agreement [Member] | Subsequent Event [Member] | Aegis, Bigger, District 2 and LDI [Member] | Series C Preferred Stock [Member]
Shares transfer	31,234
Debt Agreement [Member] | Bigger and District 2 [Member]
Equity ownership percentage					50%
Debt Agreement [Member] | Aegis and LDI [Member]
Equity ownership percentage					50%

Schedule of Segment Information

Schedule of Segment Information (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Segment Reporting Information [Line Items]
Sales	$ 783			$ 849			$ 2,106	$ 3,080
Net sales	760			806			1,977	2,939
Cost of sales	560			638			1,476	1,940
Gross profit	200			168			501	999
Total operating expenses	652			475			1,847	2,470
Net loss	$ (1,359)	$ (1,488)	$ (1,293)	$ (2,156)	$ (1,643)	$ (1,598)	(4,140)	(5,397)
Depreciation and amortization							99	114
Bridgetown Spirits Corp [Member]
Segment Reporting Information [Line Items]
Sales							2,106	3,080
Net sales							1,977	2,939
Cost of sales							1,476	1,940
Gross profit							501	999
Total operating expenses							698	1,183
Net loss							$ (162)	$ (130)
Gross margin							25%	34%
Depreciation and amortization							$ 99	$ 114
Corporate Segment [Member]
Segment Reporting Information [Line Items]
Total operating expenses							1,149	1,287
Net loss							(2,112)	(3,455)
Interest expense							965	850
Stock compensation								$ 98

Business Segment Information (D

Business Segment Information (Details Narrative)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | One Distributor [Member]
Revenue, Major Customer [Line Items]
Concentration risk, percentage	67%	69%

Schedule of Inventories (Detail

Schedule of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 770	$ 1,740
Finished goods	1,023	946
Total inventories	$ 1,793	$ 2,686

Schedule of Prepaid Expenses an

Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Prepaid Expenses And Other Current Assets
Prepayment of inventory	$ 69	$ 52
Other	107	61
Total prepaid expenses and other current assets	$ 176	$ 113

Schedule of Property and Equipm

Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total cost	$ 2,038	$ 2,038
Less accumulated depreciation	(1,926)	(1,869)
Total property and equipment, net	$ 112	169
Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life (in years)	7 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 625	625
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life (in years)	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 1,386	1,386
Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life (in years)	3 years 6 months
Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life (in years)	5 years
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total cost	$ 27	$ 27
Useful life (in years)	7 years

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Purchases of property and equipment		$ 60,000
Depreciation expense	$ 100,000	100,000
Proceeds from disposal of fixed assets		100,000
Net book value of fixed assets		100,000
Gain (loss) on disposal of fixed assets		$ 2,962

Schedule of Intangible Assets (

Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 4,178	$ 4,178
Permits and Licenses [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	25	25
Azunia Brand [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets	$ 4,153	$ 4,153

Intangible Assets (Details Narr

Intangible Assets (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment loss	$ 0	$ 400,000

Schedule of Other Assets (Detai

Schedule of Other Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total other assets	$ 567	$ 591
Less accumulated amortization	(385)	(344)
Other assets, net	182	247
Product Branding [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total other assets	396	396
Deposits [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total other assets	171	172
Other [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Total other assets		$ 23

Other Assets (Details Narrative

Other Assets (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Capitalized costs related to services	$ 400,000
Other assets useful life	7 years
Adjustment for amortization	$ 41,250	$ 42,857

Schedule of Maturities of Opera

Schedule of Maturities of Operating Lease Liabilities (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Leases
2024	$ 58
2025	210
2026	164
2027
2028
Thereafter
Total lease payments	432
Less imputed interest (based on 6.1% weighted-average discount rate)	(28)
Present value of lease liability	$ 404
Operating lease weighted average remaining lease term	2 years 21 days

Schedule of Maturities of Ope_2

Schedule of Maturities of Operating Lease Liabilities (Details) (Parenthetical)	Sep. 30, 2024
Leases
Operating lease weighted average discount rate	6.10%

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Leases
Operating lease right of use asset	$ 430	$ 680
Operating lease liabilities	404
Lease cost	200
Operating lease cost	100
Short term lease cost	$ 100

Schedule of Notes Payable (Deta

Schedule of Notes Payable (Details) (Parenthetical)	9 Months Ended
	Sep. 30, 2024
Note Payable One [Member]
Short-Term Debt [Line Items]
Interest rate	6%
Debt term	36 months
Debt maturity period	April 2024
Note Payable Two [Member]
Short-Term Debt [Line Items]
Interest rate	8%
Debt maturity period	March 2025

Schedule of Notes Payable (De_2

Schedule of Notes Payable (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total notes payable	$ 8,155	$ 8,042
Less current portion	(8,155)	(486)
Long-term portion of notes payable		7,556
Note Payable One [Member]
Short-Term Debt [Line Items]
Total notes payable	486	486
Note Payable Two [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 7,669	$ 7,556

Schedule of Maturities on Notes

Schedule of Maturities on Notes payable (Details) $ in Thousands	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
2024	$ 486
2025	7,669
2026
2027
2028
Thereafter
Total	$ 8,155

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Notes Payable [Member]
Short-Term Debt [Line Items]
Debt instrument. periodic interest	$ 11,588	$ 1,100,000

Secured Credit Facilities (Deta

Secured Credit Facilities (Details Narrative) - USD ($)							3 Months Ended			9 Months Ended
	May 15, 2024	Sep. 29, 2023	Oct. 13, 2022	Oct. 07, 2022	Apr. 01, 2022	Apr. 19, 2021	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	May 16, 2024	Dec. 31, 2023
Common stock, par value							$ 0.0001			$ 0.0001			$ 0.0001
Stock issuance cost percentage							5%			5%
Loon amount paid by share issuance											$ 6,510,000
Common Stock [Member]
Number of shares issued							442	141	135
Secured Convertible Promissory Notes [Member]
Secured debt percentage					6%		6%			6%
Debt instrument, conversion price					$ 26		$ 44			$ 44
Maturity date										Oct. 18, 2022
Loon amount paid by share issuance					$ 3,500,000
Secured Convertible Promissory Notes [Member] | Common Stock [Member]
Debt instrument, conversion price					$ 24
2024 Secured Notes [Member] | Bigger, District 2 and LDI [Member]
Description of debt instrument payment	The 2024 Secured Notes may be satisfied by payment of 110% of principal on or before November 29, 2024, by payment of 130% of principal on or before March 30, 2025 or by payment of 140% of principal on March 31, 2025.
Roth Capital, LLC [Member]
Proceeds from private offering										$ 3,100,000
Note Purchase Agreement [Member]
Aggregate principal amount				$ 4,500,000
Payments in cash				$ 1,200,000
Secured debt percentage				9.25%
Note Purchase Agreement [Member] | Subscribers [Member]
Secured debt percentage			6%
Note Purchase Agreement [Member] | Each of the Subscribers [Member]
Number of shares issued			4,808
Note Purchase Agreement [Member] | TQLA, LLC [Member]
Repayment of debt				$ 3,300,000
Debt Satisfaction Agreement [Member] | Subscribers and Other Creditors [Member]
Aggregate principal amount							$ 400,000			400,000
Secured debt percentage		9%
Principal and interest		$ 3,300,000
Interest expense accrued							27,451			27,451
Debt Satisfaction Agreement [Member] | Subscribers [Member]
Ownership interest		50%
Debt Satisfaction Agreement [Member] | Aegis and Other Creditors [Member]
Aggregate principal amount							2,600,000			2,600,000
Principal and interest		$ 1,900,000
Interest expense accrued							$ 100,000			$ 100,000
Debt Satisfaction Agreement [Member] | Aegis and Other Creditors [Member] | SPV [Member]
Ownership interest		29%
Purchase Agreement [Member] | Accredited Investors [Member] | Secured Convertible Promissory Notes [Member]
Aggregate principal amount						$ 3,300,000
Secured debt percentage						6%
Common stock, par value						$ 0.0001
Purchase Agreement [Member] | Accredited Investors [Member] | Secured Convertible Promissory Notes [Member] | IPO [Member]
Private offering closing price						$ 3,300,000
Purchase Agreement [Member] | Accredited Investors [Member] | Secured Convertible Promissory Notes [Member] | Warrant [Member]
Warrant exercisable price per share						$ 52
Purchase Agreement [Member] | Accredited Investors [Member] | Secured Convertible Promissory Notes [Member] | Common Stock [Member]
Debt instrument, conversion price						$ 44
Outstanding notes payable percentage						60%
Loan Agreement [Member] | 2024 Secured Notes [Member] | Bigger, District 2 and LDI [Member]
Aggregate principal amount	$ 1,100,000
Warrant exercisable price per share	$ 5											$ 5
Proceeds from debt	$ 1,100,000
Warrant exercisable period	5 years											5 years
Loan Agreement [Member] | 2024 Secured Notes [Member] | LD Investments LLC [Member]
Warrant to purchase of shares	598,021											598,021
Purchase amount of secured notes	$ 500,000
Loan Agreement [Member] | 2024 Secured Notes [Member] | District 2 [Member]
Warrant to purchase of shares	299,011											299,011
Purchase amount of secured notes	$ 300,000
Loan Agreement [Member] | 2024 Secured Notes [Member] | Bigger Capital Fund LP [Member]
Warrant to purchase of shares	299,011
Purchase amount of secured notes	$ 300,000

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative)	Mar. 01, 2023 USD ($)
Sandstrom Partners Inc [Member]
Loss contingency damages seek value	$ 245,000

Net Income (Loss) per Common _2

Net Income (Loss) per Common Share (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Antidilutive common shares	0	0

Summary of Stock Options Activi

Summary of Stock Options Activity (Details)	Sep. 30, 2024 $ / shares shares
Equity [Abstract]
Number of Options, Outstanding, Beginning balance | shares	2,120
Weighted- Average Exercise Price, Outstanding, Beginning balance | $ / shares	$ 57.95
Number of Options, Outstanding and Exercisable, Ending balance | shares	2,120
Weighted- Average Exercise Price, Outstanding and Exercisable, Ending balance | $ / shares	$ 57.95

Schedule of Fair Value of Warra

Schedule of Fair Value of Warrants (Details) - Warrant [Member]	Sep. 30, 2024
Measurement Input, Price Volatility [Member]
Class of Stock [Line Items]
Warrant, measurement input	100
Measurement Input, Risk Free Interest Rate [Member]
Class of Stock [Line Items]
Warrant, measurement input	4.4
Measurement Input, Expected Term [Member]
Class of Stock [Line Items]
Warrant, measurement input	5
Measurement Input, Share Price [Member]
Class of Stock [Line Items]
Warrant, measurement input	0.55

Summary of Warrant Activity (De

Summary of Warrant Activity (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Warrants, Outstanding, Beginning balance	201,667
Weighted-Average Remaining Life (Years), Outstanding	4 years 9 months 18 days	3 years 9 months 18 days
Weighted-Average Exercise Price, Outstanding, Beginning balance	$ 34.87
Aggregate Intrinsic Value, Outstanding, Beginning balance
Granted	1,196,043
Weighted-Average Remaining Life (Years), Granted	5 years
Weighted-Average Exercise Price, Granted	$ 5
Aggregate Intrinsic Value, Granted
Warrants, Outstanding, Ending balance	1,397,710	201,667
Weighted-Average Exercise Price, Outstanding, Ending balance	$ 9.31	$ 34.87
Aggregate Intrinsic Value, Outstanding, Ending balance

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Oct. 07, 2024

Sep. 06, 2024

Sep. 05, 2024

Sep. 29, 2023

Oct. 19, 2021

Sep. 08, 2016

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2024

Sep. 30, 2023

Dec. 31, 2024

Dec. 31, 2023

May 16, 2024

May 15, 2024

Mar. 21, 2022

Jul. 30, 2021

May 12, 2021

Jan. 15, 2020

Accumulated Other Comprehensive Income (Loss) [Line Items]

Description debt satisfaction agreement

On September 29, 2023, the Company entered into a Debt Satisfaction Agreement (the “DSA”) with the SPV, Aegis, Bigger, District 2, LDI and TQLA, LLC. The SPV is a special purpose vehicle whose equity is shared 50% by Bigger and District 2 and 50% by Aegis and LDI.

Gain loss extinguishment of debt

$ 1,300,000

Common stock, par value

$ 0.0001

$ 0.0001

$ 0.0001

Proceeds from sale of common stock

$ 393,000

$ 1,300,000

Net income

$ (1,359,000)

$ (1,488,000)

$ (1,293,000)

$ (2,156,000)

$ (1,643,000)

$ (1,598,000)

(4,140,000)

(5,397,000)

Accrued preferred dividends

$ 38,000

$ 38,000

$ 113,000

113,000

Options outstanding

2,120

2,120

2,120

Aggregate intrinsic value of options outstanding

$ 0

$ 0

Debt issuance cost

$ 300,000

2016 Equity Incentive Plan [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares available for grant

437,993

Outstanding capital stock shares percentage

8%

Options outstanding

2,120

2,120

Number of RSU's outstanding

196,619

196,619

Vesting schedule

vesting schedules varying between immediate or three (3) years from the grant date.

Subsequent Event [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Voting power percentage

4.99%

Subsequent Event [Member] | Bridgetown Spirits Corp [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued

1,000,000

At The Market Public Placements [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Sale of common stock, shares

343,495

Proceeds from sale of common stock

$ 1,400,000

Director [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Issuance of stock for stock-based compensation, shares

1,764

Issuance of common stock for stock-based compensation

$ 2,046

Common stock, par value

$ 1.16

$ 1.16

Director [Member] | Minimum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Per share

3.05

$ 3.05

Employees and Consultant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Issuance of stock for stock-based compensation, shares

55,738

Issuance of common stock for stock-based compensation

$ 100,000

Per share

1.21

$ 1.21

Directors and Employees [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Issuance of stock for stock-based compensation, shares

162,849

Issuance of common stock for stock-based compensation

$ 700,000

Directors and Employees [Member] | Minimum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, par value

$ 1.29

Per share

3.05

Directors and Employees [Member] | Maximum [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Common stock, par value

7.40

Per share

7.40

Series C Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Preferred stock dividend payment terms

the Company declares a dividend payable in cash or stock to holders of any class of stock, the holder of each share of Series C Preferred Stock shall be entitled to receive a dividend equal in amount and kind to that payable to the holder of the number of shares of the Company’s common stock into which that holder’s Series C Preferred Stock could be converted on the record date for the distribution common stock. The dividends issued on the Company s outstanding Series B Preferred Stock are excluded from this provision.

Preferred stock voting rights

holders of Series C Preferred Stock shall have no voting rights; except that nothing will limit a holder’s voting rights with respect to shares of any other class of the Company’s common stock held from time to time.

Preferred stock, stated value

0.0001

$ 0.0001

0.0001

Series B Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Preferred stock, stated value

$ 0.0001

$ 0.0001

$ 0.0001

Dividend rate percentage per annum

6%

Net income

$ 500,000

Shares issued for dividends

92,957

Common stock dividend issued, per share

$ 1.61

Accrued preferred dividends

$ 100,000

$ 100,000

Series B Preferred Stock [Member] | Forecast [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued for dividends

177,725

Common stock dividend issued, per share

$ 0.84

Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued

442

141

135

Net income

Stock issued during period shares conversion of convertible securities

297

Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Class of warrants

45,000

45,000

Exercise price

$ 52

Warrant [Member] | TQLA, LLC [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 24

Loan amount

$ 3,500,000

New Warrant Shares [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Class of warrants

45,000

Exercise price

$ 33.08

$ 60

Maturity date

Aug. 19, 2026

Debt Satisfaction Agreement [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Value reduced by exchange of equity

$ 6,500,000

Debt Satisfaction Agreement [Member] | TQLA, LLC [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Class of warrants

145,834

Voting power percentage

9.99%

Beneficial ownership limitation percentage increase

19.99%

Debt Satisfaction Agreement [Member] | Aegis [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Value reduced by exchange of equity

1,900,000

Debt Satisfaction Agreement [Member] | LDI Investments LLC [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Debt payment

1,400,000

Debt Satisfaction Agreement [Member] | Bigger Capital Fund LP [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Value reduced by exchange of equity

1,600,000

Debt Satisfaction Agreement [Member] | District 2 Capital Fund LP [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Value reduced by exchange of equity

1,600,000

Debt Satisfaction Agreement [Member] | Bigger and District 2 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Aggregate amount of unsecured notes

$ 7,400,000

Maturity date

Mar. 31, 2025

Interest rate increased

8%

Debt Satisfaction Agreement [Member] | Series C Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued for debt satisfaction

200,000

Debt Satisfaction Agreement [Member] | Series C Preferred Stock [Member] | SVP [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued for debt satisfaction

200,000

Preferred stock, stated value

$ 28.025

Conversion price

$ 3.05

Conversion of stock, converted

82,415

Stock issued during period shares conversion of convertible securities

757,395

Debt Satisfaction Agreement [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Shares issued for debt satisfaction

296,722

Securities Purchase Agreement [Member] | Series B Preferred Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Number of shares issued

2,500,000

Preferred stock, stated value

$ 1

Conversion price per share

$ 62

Common stock were reserved for issuance

42,500

Securities Purchase Agreement [Member] | Common Stock [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Sale of common stock, shares

92,815

Price per share

$ 1

Securities Purchase Agreement [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Class of warrants

349,227

Price per share

$ 0.9999

Exercise price

$ 0.0001

Loan Agreement [Member] | 2024 Secured Notes [Member] | Bigger, District 2 and LDI [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Exercise price

$ 5

$ 5

Warrants exercisable term

5 years

5 years

Loan Agreement [Member] | 2024 Secured Notes [Member] | LD Investments LLC [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Class of warrants

598,021

598,021

Loan Agreement [Member] | 2024 Secured Notes [Member] | District 2 [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Class of warrants

299,011

299,011

Loan Agreement [Member] | Warrant [Member]

Accumulated Other Comprehensive Income (Loss) [Line Items]

Class of warrants

5,000

Exercise price

$ 78.80

Maturity date

Jan. 15, 2025

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($) $ in Millions			1 Months Ended
	Jan. 01, 2023	Oct. 07, 2022	Feb. 29, 2024	Sep. 29, 2023
Related Party Transaction [Line Items]
Assets requirement from related party transaction	$ 0.1
Percentage of average of assets net	1%
Other assets	$ 0.2
LDI Investments LLC [Member]
Related Party Transaction [Line Items]
Principal amount				$ 1.4
Note Purchase Agreement [Member]
Related Party Transaction [Line Items]
Principal amount		$ 4.5
Note Purchase Agreement [Member] | TQLA, LLC [Member]
Related Party Transaction [Line Items]
Repayment of debt		3.3
Note Purchase Agreement [Member] | Aegis [Member]
Related Party Transaction [Line Items]
Principal amount		$ 4.5
Debt Satisfaction Agreement [Member] | LDI Investments LLC [Member] | SPV [Member]
Related Party Transaction [Line Items]
Equity interest ownership percentage				21%
Loan Agreement [Member]
Related Party Transaction [Line Items]
Proceeds from short-term advance			$ 0.6

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands

3 Months Ended

9 Months Ended

Nov. 14, 2024

Oct. 25, 2024

Oct. 07, 2024

Sep. 04, 2024

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Sep. 30, 2023

Jun. 30, 2023

Mar. 31, 2023

Sep. 30, 2024

Nov. 24, 2024

Oct. 30, 2024

Dec. 31, 2023

Common Stock [Member]

Subsequent Event [Line Items]

Number of shares issued

442

141

135

Stock issued during period shares issued for services

2

121

11

Employment Agreement [Member] | Chief Executive Officer [Member]

Subsequent Event [Line Items]

Number of shares issued

400,000

Bonus

$ 90,000

Stock issued during period shares issued for services

180,000

Shares issued price per share

$ 0.50

Number of shares agreed to issue

100,000

Series C Preferred Stock [Member]

Subsequent Event [Line Items]

Preferred stock, shares authorized

240,000

240,000

240,000

Preferred stock voting rights

holders of Series C Preferred Stock shall have no voting rights; except that nothing will limit a holder’s voting rights with respect to shares of any other class of the Company’s common stock held from time to time.

Stock value

Stock value

$ 0.0001

$ 0.0001

$ 0.0001

Subsequent Event [Member]

Subsequent Event [Line Items]

Senior unsecured debt

$ 2,500

Voting power percentage

4.99%

Stock conversion, description

If the shareholders of the Company approve the conversion of the Series F and the Series F-1 Preferred Stock at a meeting to be called for that purpose, each such share will be convertible into common stock by a conversion ratio equal to the stated value of the Series F or F-1 share divided by the Series F Conversion Price. The initial Series F Conversion Price is $0.50 per common share, which is subject to a “Floor Price” equal to 20% of the “Minimum Price” as defined in the Nasdaq Rules. The Series F Conversion Price and the Floor Price are subject to equitable adjustment. In addition, if during the next two years the sum of the common shares outstanding on October 7, 2024 plus shares issuable on conversion of Preferred Stock plus shares issuable on conversion of securities issued in the initial financing of the post-merger company plus shares issued to settle pre-existing liabilities (collectively, the “Measuring Shares”) exceeds 14,848,485, then the Series F Conversion Price will be adjusted to retain the ratio of common share issuable on conversion to the Measuring Shares. Likewise, if the number of Measuring Shares on October 7, 2025 is less than 14,848,485, then the Series F Conversion Price will be adjusted to retain the ration of the Measuring Shares to the number of shares issuable on conversion.

Subsequent Event [Member] | Senior Secured Notes [Member]

Subsequent Event [Line Items]

Aggregate principal amount

$ 1,900

Proceeds from private offering

$ 1,600

Issuance interest terms

20% original issue discount and do not bear interest unless and until one or more of the customary events of default set forth therein occurs, whereupon each Note will bear interest at a rate of 18% per annum. If the Note remains outstanding for 180 days, the Note also requires a special one-time interest payment of 30% which will increase the principal of each Note accordingly. Upon the occurrence of an event of default, each Investor also has the right to require the Company to pay all or any portion of the Note at a 25% premium. Further, the Company is required to prepay the Notes in connection with certain sales of securities or assets at each Investor’s election in an amount equal to 35% of the gross proceeds from such sales. The Company also has the right to prepay all, but not less than all, of the outstanding amounts under the Notes, at its election.

Subsequent Event [Member] | Senior Secured Notes [Member] | Pre Funded Warrants [Member]

Subsequent Event [Line Items]

Shares of common stock

363,602

Subsequent Event [Member] | Debt Agreement [Member] | Investor [Member]

Subsequent Event [Line Items]

Senior secured debt

$ 4,100

Senior unsecured debt

$ 2,500

Subsequent Event [Member] | Purchase Agreement [Member]

Subsequent Event [Line Items]

Exercise price

$ 0.50

Affiliate invested

$ 400

Subsequent Event [Member] | Purchase Agreement [Member] | Pre Funded Warrants [Member]

Subsequent Event [Line Items]

Exercise price

$ 0.499

Subsequent Event [Member] | Series F Preferred Stock [Member]

Subsequent Event [Line Items]

Preferred stock, shares authorized

70,000,000

Preferred stock voting rights

Each share of Series F Preferred Stock has a stated value of $0.50. The holder of Series F 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 F Preferred Stock will be required for any corporate action that would adversely affect the preferences, privileges or rights of the Series F Preferred Stock.

Subsequent Event [Member] | Series F Preferred Stock [Member] | Purchase Agreement [Member]

Subsequent Event [Line Items]

Stock value

$ 400

Investment amount percentage

50%

Subsequent Event [Member] | Series F Preferred Stock [Member] | Purchase Agreement [Member] | Two Investors [Member]

Subsequent Event [Line Items]

Stock value

$ 100

Stock value

$ 0.50

Subsequent Event [Member] | Series F Preferred Stock One [Member]

Subsequent Event [Line Items]

Preferred stock, shares authorized

1,000,000

Subsequent Event [Member] | Series C Preferred Stock [Member]

Subsequent Event [Line Items]

Shares transferred

117,586

Number of shares converted

1,100,000

Subsequent Event [Member] | Series D Preferred Stock [Member]

Subsequent Event [Line Items]

Preferred stock, shares authorized

255,474

Preferred stock voting rights

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.

Conversion price

$ 1.80

Voting power percentage

9.99%

Subsequent Event [Member] | Series E Preferred Stock [Member]

Subsequent Event [Line Items]

Preferred stock, shares authorized

200,000

Preferred stock voting rights

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.

Conversion price

$ 0.25

Voting power percentage

9.99%

Subsequent Event [Member] | Series F-1 Preferred Stock [Member]

Subsequent Event [Line Items]

Preferred stock voting rights

The material terms of the Series F-1 Preferred Stock are identical to the material terms of the Series F Preferred Stock, except that holders of Series F-1 Preferred Stock are entitled to case one vote per share at any meeting of the Company’s shareholders.

Subsequent Event [Member] | Beeline Financial Holdings Inc [Member] | Series F Preferred Stock [Member]

Subsequent Event [Line Items]

Stock issued during period shares acquisitions

69,482,229

Subsequent Event [Member] | Beeline Financial Holdings Inc [Member] | Series F Preferred Stock One [Member]

Subsequent Event [Line Items]

Stock issued during period shares acquisitions

517,771

Subsequent Event [Member] | Aegis, Bigger, District 2 and LDI [Member] | Debt Agreement [Member] | Common Stock [Member]

Subsequent Event [Line Items]

Number of shares issued

119,873

Subsequent Event [Member] | Aegis, Bigger, District 2 and LDI [Member] | Series C Preferred Stock [Member] | Debt Agreement [Member]

Subsequent Event [Line Items]

Number of shares issued

31,234

Subsequent Event [Member] | Bigger and District 2 [Member] | Series D Preferred Stock [Member] | Debt Agreement [Member]

Subsequent Event [Line Items]

Number of shares issued

255,474

Senior unsecured debt

$ 2,600

Subsequent Event [Member] | Bigger and District 2 [Member] | Series E Preferred Stock [Member] | Debt Agreement [Member]

Subsequent Event [Line Items]

Number of shares issued

200,000

Senior unsecured debt

$ 2,000

Subsequent Event [Member] | Bigger, District 2, Esping, WPE and Grammen [Member] | Debt Agreement [Member]

Subsequent Event [Line Items]

Number of shares issued

108,899

Senior unsecured debt

$ 900

Subsequent Event [Member] | Esping, WPE and Grammen [Member] | Debt Agreement [Member]

Subsequent Event [Line Items]

Number of shares issued

190,000

Senior unsecured debt

$ 200

Subsequent Event [Member] | LDI Investments LLC [Member]

Subsequent Event [Line Items]

Aggregate principal amount

$ 400

$ 300