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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): July 23,
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: (888)
810-5760
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
3.02 Unregistered Sale of Equity Securities
To
the extent required by Item 3.02 of Form 8-K, the information contained in Item 8.01 is hereby incorporated by reference into this Item
3.02. To the extent that such transactions were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of
the Securities Act of 1933.
Item
8.01. Other Events
On
July 23, 2025, the Company sold a total of 676,078 shares of common stock for total gross proceeds
of $1,216,940 under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights
Agreement dated March 7, 2025, (collectively, the “ELOC Agreement”), which ELOC 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) (the “Registration Statement”) and a prospectus supplement filed thereunder dated
March 27, 2025.
The
Company has now sold a total of approximately $7,500,000 of common stock under the ELOC Agreement and a total of approximately $7,000,000
of common stock under the At-The-Market Offering Agreement dated with Ladenburg Thalmann & Co. Inc. as sales agent, for a combined
total of approximately $14,500,000 of sales under the Registration Statement from March 10, 2025 through July 23, 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 29, 2025
| |
BEELINE
HOLDINGS, INC. |
| |
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
