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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): September 26, 2025
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: (458) 800-9154
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
8.01 Other Information.
On
September 26, 2025, Beeline Holdings, Inc. (the “Company”) filed a prospectus supplement registering the offer and sale from
time-to-time of up to $5,000,000 of shares of the Company’s common stock (the “Shares”) under that certain At The Market
Offering Agreement dated April 30, 2025 (the “Agreement”) with Ladenburg Thalmann & Co., Inc. (“Ladenburg”)
acting as sales agent. The sales of the Shares are in addition to prior sales of a total of 5,540,043 shares of common stock for total
gross proceeds of approximately $7,000,000 previously sold under the Agreement.
Sales
of the Shares, if any, may be made by any method permitted by law deemed to be an “at the market” offering as defined in
Rule 415 of the Securities Act of 1933 (the “Securities Act”), including without limitation sales made directly on or through
The Nasdaq Capital Market, the trading market for the Company’s common stock, or any other existing trading market in the United
States for the Company’s common stock, sales made to or through a market maker other than on an exchange or otherwise, sales made
directly to Ladenburg as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to
such prevailing market prices, and/or in any other method permitted by law. Ladenburg will use commercially reasonable efforts to sell
on our behalf all of the Shares requested to be sold by us, consistent with its normal trading and sales practices, subject to the terms
of the Agreement. Under the Agreement, Ladenburg will be entitled to compensation of 3.0% of the gross proceeds from the sales of the
Shares sold under the Agreement. In addition, we have agreed to reimburse Ladenburg for the fees and disbursements of its counsel, payable
upon execution of the Agreement, in an amount not to exceed $50,000. In addition, we shall reimburse Ladenburg for legal fees of its
counsel up to $5,500 for each quarterly due diligence update and up to $7,500 pursuant to certain terms of the Agreement including annual
due diligence updates.
The
Shares are being offered and sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “Commission”)
on September 26, 2025 and the accompanying base prospectus which is part of the Company’s effective Registration Statement on Form
S-3 (File No. 333-284723) (the “Registration Statement”). Investors should read the Registration Statement, the base prospectus
and the prospectus supplement and all documents incorporated therein by reference.
This
Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Registration
Statement relating to these securities has been filed with the Commission and has been declared effective. Copies of the prospectus supplement
and base prospectus relating to the offering may be obtained when available by contacting Ladenburg Thalmann & Co., Inc., Attention:
Syndicate department by calling 212-409-2000, or by visiting EDGAR on the Commission’s website at www.sec.gov.
The
foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in
its entirety by reference to the full text of the Agreement filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed
on May 1, 2025 and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| |
|
| 5.1 |
|
Opinion of Nason, Yeager, Gerson, Harris & Fumero, P.A. |
| 23.1 |
|
Consent of Nason, Yeager, Gerson, Harris & Fumero, P.A. (included in Exhibit 5.1). |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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:
September 26, 2025
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
