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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 20, 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
5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Withdrawal
of Designation of Series E Convertible Preferred Stock
On
November 20, 2025, Beeline Holdings, Inc. (the “Company”) filed a Certificate of Withdrawal (the “Withdrawal of Designation”)
with the Secretary of State of the State of Nevada and terminated the designation of its Series E Convertible Preferred Stock, par value
$0.0001 per share (the “Series E”). At the time of filing the Withdrawal of Designation, there were no shares of Series E
issued and outstanding. The Withdrawal of Designation became effective upon filing and eliminated from the Articles of Incorporation
all matters as set forth in the Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of the Series
E.
The
foregoing description of the Withdrawal of Designation is qualified in its entirety by reference to the full text of the Withdrawal of
Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
Exhibit
No. |
|
Description |
| 3.1 |
|
Withdrawal of Designation of Series E Convertible Preferred Stock, dated November 20, 2025 |
| 104 |
|
Cover Page Interactive File (the cover page tags are 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:
November 24, 2025
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
