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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 |