Beeline Holdings, Inc SEC Filings

Beeline Holdings (BLNE) announced it redeemed all outstanding shares of its Series E Convertible Preferred Stock on November 12, 2025. The Company paid holders a total of $2 million under a previously disclosed agreement. This action removes the Company’s obligation to issue 800,000 shares of common stock that would have been issuable upon conversion. The move trades a known cash payment for eliminating a potential future issuance, simplifying the capital structure.

Beeline Holdings, Inc. completed a registered direct offering of 4,620,000 shares of common stock at $1.60 per share, raising $7,392,000 in gross proceeds. The company plans to use net proceeds for general corporate purposes and to redeem outstanding Series E Convertible Preferred Stock. The offering closed on November 12, 2025 under the company’s Form S-3 shelf, with a prospectus supplement filed the same day.

Ladenburg, Thalmann & Co. acted as placement agent, receiving an 8.0% cash fee, a 1.0% management fee, and warrants for 277,200 shares exercisable for five years at $2.48 per share, plus expense reimbursement. Beeline agreed to certain restrictions, including no variable rate financings for six months, 60-day limits on issuing or registering new securities, and 90-day lock-ups by directors and executive officers.

Beeline Holdings, Inc. is offering 4,620,000 shares of common stock at $1.60 per share in a primary, best efforts offering. Gross proceeds are $7,392,000, with estimated net proceeds of approximately $6.6 million after fees and expenses. The company plans to use the cash for working capital and general corporate purposes, including approximately $2 million to redeem outstanding Series E preferred shares.

Ladenburg Thalmann is the exclusive placement agent, earning an 8.0% cash fee plus a 1.0% management fee and expense reimbursement, and receiving placement agent warrants equal to 6% of the shares (277,200) at an exercise price of $2.48 for five years. There is no minimum offering amount and the agent is not purchasing the securities. Shares outstanding were 23,135,155 as of November 10, 2025, and are expected to be 27,755,155 after the offering.

The company highlights risks including a stated going concern uncertainty, market volatility, potential Nasdaq listing pressures, and dilution to new investors, including an immediate decrease in adjusted net tangible book value of approximately $0.90 per share to purchasers. BLNE last traded at $2.11 on November 10, 2025.

Beeline Holdings, Inc. furnished an 8‑K under Item 2.02 announcing financial results for the three and nine months ended September 30, 2025, via a press release attached as Exhibit 99.1. The company noted this information is furnished, not filed, under the Exchange Act unless expressly incorporated by reference.

Beeline Holdings (BLNE) entered a letter agreement for the cash redemption of two investors’ Series E Preferred Stock, with payment to be made upon the effectiveness of a Form S-1 tied to its equity line of credit facility and no later than November 13, 2025.

If the SEC reviews or delays effectiveness, on November 13, 2025 each investor may either revert to the Series E and convert under its terms or take cash with the payment deadline extended to December 1, 2025. In that delay scenario, the company will pay a premium totaling $100,000 on November 13.

Beeline Holdings, Inc. registered up to 5,000,000 shares of common stock for resale by C/M Capital Master Fund under an equity line of credit. These are being registered for the Selling Stockholder’s potential sales; Beeline will not receive proceeds from C/M’s resales. Beeline may receive cash only if it sells shares to C/M under the Purchase Agreement, for which the remaining unsold commitment amount is $12,500,000.

The company previously sold 5,694,515 shares to C/M for total gross proceeds of $7,500,000. A 4.99% beneficial ownership limitation applies to C/M. Beeline’s common stock trades on Nasdaq as BLNE; the last reported price was $3.22 on October 17, 2025. Shares outstanding were 22,790,592 as of October 17, 2025. The company completed a 1-for-10 reverse stock split on March 12, 2025.

The prospectus highlights risks including potential dilution from sales under the equity line, uncertainty in accessing the full commitment, a disclosed going concern risk without sufficient capital, and potential challenges in maintaining Nasdaq listing compliance.