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[8-K] Beeline Holdings, Inc. Reports Material Event

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Beeline Holdings, Inc. filed a prospectus supplement to register the offer and sale from time to time of up to $15,000,000 of common stock under an at the market offering agreement with Ladenburg Thalmann & Co., Inc. as sales agent.

The company previously sold approximately 5,907,698 shares of common stock for gross proceeds of about $8,260,077 under the same agreement. Ladenburg is entitled to a 3.0% commission on gross proceeds from any new sales, plus specified legal fee reimbursements. The shares are offered under an effective Form S-3 shelf registration.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
false 0001534708 0001534708 2026-03-10 2026-03-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): March 10, 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: (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 March 10, 2026, Beeline Holdings, Inc. (the “Company”) filed a prospectus supplement registering the offer and sale from time-to-time of up to $15,000,000 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 approximately 5,907,698 shares of common stock for gross proceeds totaling approximately $8,260,077 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 previously reimbursed Ladenburg for the fees and disbursements of its counsel, in an amount not to exceed $50,000. In addition, we agreed to 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 March 10, 2026 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.

 

(d) Exhibits

 

Exhibit No.   Exhibit
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 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: March 10, 2026

 

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

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Beeline Holdings (BLNE) announce in this 8-K filing?

Beeline Holdings filed an 8-K describing a prospectus supplement that registers up to $15,000,000 of common stock for sale under an existing at the market offering agreement. The stock can be sold over time through Ladenburg Thalmann & Co., Inc. as sales agent.

How large is Beeline Holdings’ new at the market stock program?

The prospectus supplement registers the offer and sale of up to $15,000,000 of Beeline Holdings’ common stock. These shares may be issued gradually, with transactions executed as at the market offerings under Rule 415 through Nasdaq or other permitted trading methods in the United States.

How much has Beeline Holdings already raised under the ATM agreement?

Before this supplement, Beeline Holdings sold about 5,907,698 common shares for gross proceeds of roughly $8,260,077 under the at the market agreement. Those earlier sales are separate from the newly registered $15,000,000 capacity described in the current disclosure.

What compensation will Ladenburg Thalmann receive in Beeline Holdings’ ATM?

Ladenburg Thalmann is entitled to a 3.0% commission on gross proceeds from shares sold under the agreement. Beeline previously reimbursed up to $50,000 of its counsel’s fees and agreed to further legal fee reimbursements for quarterly and annual due diligence updates.

Under what registration statement is Beeline’s ATM offering being made?

The shares are being offered and sold under a prospectus supplement and base prospectus forming part of Beeline’s effective Form S-3 registration statement, file number 333-284723. That shelf registration has been declared effective by the Securities and Exchange Commission.

How can investors access Beeline Holdings’ ATM prospectus documents?

Copies of the prospectus supplement and base prospectus can be obtained from Ladenburg Thalmann’s syndicate department by phone or through the SEC’s EDGAR system at www.sec.gov. These documents provide detailed terms of the at the market common stock offering.

Filing Exhibits & Attachments

4 documents

Other Documents