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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): June 25, 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
June 26, 2025, Beeline Holdings, Inc. (the “Company”) amended $986,333 of its remaining outstanding senior secured notes
due August 14, 2025 (the “Notes”) by making them convertible into shares of the Company’s common stock at a conversion
price of $1.32 per share, subject to a beneficial ownership limitation of 4.99%.
From
June 26, 2025 through June 30, 2025 the holders of the Notes converted $986,333 of their Notes into 747,222 shares of common stock. On
June 30, 2025, the Company repaid the remaining $348,333 of outstanding principal of Notes (after giving effect to the conversions described
above).
Item
1.02 Termination of a Material Definitive Agreement
The
information contained in Item 1.01 is incorporated herein by reference. As a result of the transactions described above, the Notes are
no longer outstanding and the Company’s obligations thereunder have been satisfied.
Item
3.02, Unregistered Sale of Equity Securities
To
the extent required by Item 3.02 of Form 8-K, the information contained in Items 1.01 and 8.01 is hereby incorporated by reference into
this Item 3.02. To the extent that the sales were deemed to be unregistered, the conversions and issuances of common stock described
in Item 1.01 were exempt from registration under Section 3(a)(9) of the Securities Act of 1933, and the transactions described under
Item 8.01 were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 having been sold one accredited investor
which had a pre-existing relationship with the Company and acquired the shares for investment.
Item
8.01, Other Events
From
June 25, 2025 through June 30, 2025, the Company sold a total of 2,264,116 shares of common stock for total gross proceeds of $2,587,533
under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement
dated March 7, 2025, (collectively, the “Agreement”), which Agreement was previously disclosed on the Company’s Current
Report on Form 8-K filed on March 10, 2025. The sales were made pursuant to the Company’s registration statement on Form S-3 (File
No 333-284723) and prospectus supplements filed thereunder dated March 26, 2025 and March 27, 2025.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| |
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished |
| Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| 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:
July 1, 2025
| |
BEELINE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas R. Liuzza, Jr. |
| |
|
Chief Executive Officer |
