Beeline holders back ELOC changes, keep $20M cap

Q: How did BLNE stockholders vote on the director elections at the 2026 meeting?

Each of the five director nominees received about 8.7–8.9 million votes for, with fewer than 323,000 abstentions per nominee and 10,053,082 broker non-votes recorded for each director, resulting in all nominees being elected.

Beeline Holdings, Inc. (BLNE) held its 2026 Annual Meeting of Stockholders on August 17, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Beeline Holdings, Inc. (BLNE) held its 2026 Annual Meeting of Stockholders on August 17, 2026. Stockholders elected five directors—Nicholas R. Liuzza, Jr., Joseph Caltabiano, Joseph Freedman, Francis Knuettel, II and Stephen Romano—with approximately 8.7–8.9 million votes cast for each nominee and over 10.0 million broker non-votes.

Stockholders ratified Salberg & Company, P.A. as independent registered public accounting firm for the year ending December 31, 2026, with 18,607,619 votes for, 440,140 against and 8,226 abstentions. They also approved potential future amendments to the Company’s Equity Line of Credit, including pricing changes, while keeping the maximum total dollar amount of sales at $20 million. Because Proposals 1–3 were approved, the adjournment proposal was moot.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Nicholas R. Liuzza, Jr.: 8,909,402 votes Broker non-votes for each director: 10,053,082 votes Auditor ratification votes for: 18,607,619 votes +3 more

6 metrics

Votes for Nicholas R. Liuzza, Jr. 8,909,402 votes Director election at 2026 Annual Meeting

Broker non-votes for each director 10,053,082 votes Director elections at 2026 Annual Meeting

Auditor ratification votes for 18,607,619 votes Ratification of Salberg & Company, P.A. for fiscal year ending December 31, 2026

Auditor ratification votes against 440,140 votes Ratification of Salberg & Company, P.A.

ELOC maximum total dollar amount of sales $20 million Cap on Equity Line of Credit remains unchanged under approved amendments

Votes for ELOC amendment proposal 8,526,214 votes Approval of potential future amendments to Equity Line of Credit

Key Terms

Equity Line of Credit, broker non-votes, independent registered public accounting firm

3 terms

Equity Line of Credit financial

"approval of potential future amendments or modifications to the provisions of the Company’s Equity Line of Credit"

An equity line of credit is a loan that allows homeowners to borrow money against the value of their property, similar to having a flexible credit card secured by their home. It matters to investors because it provides a way for property owners to access cash for various needs, which can influence real estate markets and overall economic activity. This type of credit offers ongoing borrowing capacity, making it a valuable financial tool for those with significant property equity.

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratification of the selection of Salberg & Company, P.A. as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Beeline Holdings, Inc. (BLNE) stockholders approve at the 2026 Annual Meeting?

Stockholders elected five directors, ratified Salberg & Company, P.A. as auditor for the year ending December 31, 2026, and approved potential future amendments to the Company’s Equity Line of Credit while keeping its maximum sales amount at $20 million.

How did BLNE stockholders vote on the director elections at the 2026 meeting?

Each of the five director nominees received about 8.7–8.9 million votes for, with fewer than 323,000 abstentions per nominee and 10,053,082 broker non-votes recorded for each director, resulting in all nominees being elected.

What were the auditor ratification voting results for BLNE in 2026?

Salberg & Company, P.A. was ratified as Beeline Holdings, Inc.’s independent registered public accounting firm for 2026 with 18,607,619 votes for, 440,140 votes against and 8,226 abstentions by stockholders.

What changes to Beeline Holdings, Inc. (BLNE) Equity Line of Credit were approved?

Stockholders approved potential future amendments or modifications to the Equity Line of Credit (ELOC), including changes to pricing per share, while confirming that the ELOC’s maximum total dollar amount of sales will remain at $20 million.

Why was Proposal 4 at Beeline Holdings, Inc.’s 2026 Annual Meeting considered moot?

Proposal 4, which would have allowed adjournment of the 2026 Annual Meeting to solicit additional proxies, was moot because stockholders had already approved Proposals 1 through 3, eliminating the need for adjournment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/21/2026 - 04:31 PM EDT Accepted by SEC EDGAR 08/21/2026 - 04:30 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 17, 2026

BEELINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-38182

20-3937596

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

188 Valley Street, Suite 225

Providence, RI 02909

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (888) 810-5760

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.0001 par value		BLNE		The Nasdaq Stock Market LLC
(Title of Each Class)		(Trading Symbol)		(Name of Each Exchange on Which Registered)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On August 17, 2026, the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Beeline Holdings, Inc. (the “Company”) was held. At the 2026 Annual Meeting, the Company’s stockholders voted on (i) the election of five members of the Company’s Board of Directors (Proposal 1); (ii) the ratification of the selection of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 (Proposal 2); (iii) the approval of potential future amendments or modifications to the provisions of the Company’s Equity Line of Credit, or ELOC, which the Company and the Purchaser thereunder may adopt, including amendments or modifications to the pricing per share thereunder, other than the maximum total dollar amount of sales thereunder which shall remain $20 million (Proposal 3), and (iv) the approval of an adjournment of the 2026 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the 2026 Annual Meeting (Proposal 4), all as described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 29, 2026.

Set forth below are the voting results on each matter submitted to the stockholders at the 2026 Annual Meeting.

Proposal 1. The Company’s stockholders voted to elect the following five individuals as directors:

Nominee	Votes For	Abstentions	Broker Non-Votes
Nicholas R. Liuzza, Jr.	8,909,402	93,501	10,053,082
Joseph Caltabiano	8,680,309	322,594	10,053,082
Joseph Freedman	8,814,354	188,549	10,053,082
Francis Knuettel, II	8,912,133	90,770	10,053,082
Stephen Romano	8,906,955	95,948	10,053,082

Proposal 2. The Company’s stockholders voted to ratify the selection of Salberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Votes For		Votes Against		Abstentions
18,607,619		440,140		8,226

Proposal 3. The Company’s stockholders voted to approve potential future amendments or modifications to the provisions of the Company’s Equity Line of Credit, or ELOC, which the Company and the Purchaser thereunder may adopt, including amendments or modifications to the pricing per share thereunder, other than the maximum total dollar amount of sales thereunder which shall remain $20 million.

Votes For		Votes Against		Abstentions
8,526,214		470,058		6,631

As there were sufficient votes to approve Proposals 1 through 3, Proposal 4 was moot.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 21, 2026

	BEELINE HOLDINGS, INC.

	By:	/s/ Nicholas R. Liuzza, Jr.
		Nicholas R. Liuzza, Jr.
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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