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

Rhea-AI Filing Summary

Beeline Holdings (BLNE) entered a letter agreement for the cash redemption of two investors’ Series E Preferred Stock, with payment to be made upon the effectiveness of a Form S-1 tied to its equity line of credit facility and no later than November 13, 2025.

If the SEC reviews or delays effectiveness, on November 13, 2025 each investor may either revert to the Series E and convert under its terms or take cash with the payment deadline extended to December 1, 2025. In that delay scenario, the company will pay a premium totaling $100,000 on November 13.

Insights

Capital structure & securities analyst

Redemption contingent on S-1; delay triggers $100,000 premium.

Beeline Holdings agreed to redeem two holders’ Series E Preferred for cash, with payment tied to the effectiveness of a Form S-1 related to its equity line. This links a capital outflow to a potential capital access mechanism, aligning liquidity timing with registration effectiveness.

If the S-1 is delayed or under review, on November 13, 2025 holders can either revert to Series E and convert under existing terms or accept cash with the deadline extended to December 1, 2025. In that case, Beeline owes an additional $100,000 premium on November 13, increasing near-term cash needs.

The practical impact depends on S-1 effectiveness and holder elections. Subsequent disclosures may clarify execution timing, cash outlay magnitude, and whether the equity line is utilized around these dates.

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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): October 22, 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 1.01 Entry into a Material Definitive Agreement.

On October 22, 2025, Beeline Holdings, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with two investors pursuant to which the investors agreed to the redemption of their shares of Series E Preferred Stock (the “Series E”) in exchange for a cash payment. The Agreement provides that the payment shall be made upon the effectiveness of a registration statement on Form S-1 (the “S-1”) filed by the Company in connection with its equity line of credit facility, provided that the payment be made no later than November 13, 2025 (the “Payment Deadline”). If the staff of the Securities and Exchange Commission provides comments, continues to review the S-1 or requests the effectiveness of the S-1 be delayed, on November 13, 2025 each investor shall have the right to elect to (i) revert back to the Series E and convert the Series E in accordance with its terms, or (ii) receive their respective payment with the Payment Deadline extended to December 1, 2025. Additionally, in such event on November 13, 2025, the Company shall pay the investors a premium totaling $100,000.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Letter Agreement dated October 22, 2025
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: October 28, 2025

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

FAQ

What did Beeline Holdings (BLNE) announce regarding its Series E Preferred Stock?

It agreed to redeem two investors’ Series E shares for cash, with payment upon S-1 effectiveness and no later than November 13, 2025.

What happens if Beeline’s S-1 is delayed or under SEC review?

On November 13, 2025, each investor may revert to the Series E and convert, or take cash with the payment deadline extended to December 1, 2025.

Is there a premium associated with a delay in the S-1 for BLNE?

Yes. If the delay scenario applies, Beeline will pay a premium totaling $100,000 on November 13, 2025.

How is the redemption linked to Beeline’s equity line of credit?

The cash redemption payment is conditioned on the effectiveness of a Form S-1 filed in connection with the equity line of credit facility.

Does the agreement specify the exact cash redemption amount?

The excerpt specifies a $100,000 premium in the delay scenario, but does not state the base redemption cash amount.

What are the key dates for BLNE’s agreement?

Key dates include November 13, 2025 (initial deadline and election point) and December 1, 2025 (extended payment deadline if elected).