Beeline redeems Series E preferred; $2 million ends 800,000-share duty

Rhea-AI Filing Summary

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.

Insights

Capital structure analyst

$2M cash out removes 800,000-share issuance risk.

Beeline paid $2 million on November 12, 2025 to redeem all Series E Convertible Preferred Stock. This extinguishes the related conversion feature and the Company’s obligation to issue 800,000 shares of common stock.

The trade-off is immediate cash usage versus avoiding future share issuance. The effect on ownership and liquidity depends on the Company’s cash position and the relative size of 800,000 shares to the float, which isn’t detailed in the excerpt.

Subsequent disclosures may clarify cash balances and any changes to capital allocation following this redemption, but the filing itself focuses on the completed redemption and the eliminated issuance obligation.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): November 12, 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 Events.

On November 12, 2025, Beeline Holdings, Inc. (the “Company”) redeemed all outstanding shares of Series E Convertible Preferred Stock of the Company by paying the holders thereof a total of $2 million pursuant to an agreement with such holders as previously disclosed, which eliminates the responsibility of the Company to issue the holders 800,000 shares of the Company’s common stock.

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: November 13, 2025

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

FAQ

What did Beeline Holdings (BLNE) announce in this filing?

Beeline redeemed all outstanding shares of its Series E Convertible Preferred Stock by paying holders a total of $2 million.

How much did BLNE pay to redeem the Series E preferred stock?

The Company paid a total of $2 million to the holders.

What share issuance obligation was removed for BLNE?

The redemption eliminates the obligation to issue 800,000 shares of common stock tied to the Series E conversion feature.

When was the redemption completed?

The redemption occurred on November 12, 2025.

What class of security did BLNE redeem?

All outstanding shares of Series E Convertible Preferred Stock.

Does Beeline receive any proceeds from this transaction?

No. Beeline made a $2 million payment to holders to complete the redemption.