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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 |
