[8-K] EASTSIDE DISTILLING , INC. Reports Material Event

Rhea-AI Filing Summary

The Vanguard Group filed a Schedule 13G revealing a 5.74 % beneficial ownership in Avadel Pharmaceuticals plc (AVDL) as of 30 June 2025. Vanguard controls 5,564,259 ordinary shares, crossing the 5 % reporting threshold. While the firm holds no sole voting power, it has shared voting authority over 107,614 shares. Dispositive authority is predominantly sole—5,361,014 shares—with shared dispositive power on another 203,245 shares. Filed under Rule 13d-1(b) as an investment adviser (Type IA), the stake is declared passive and acquired in the ordinary course of business. Vanguard’s clients retain economic rights to dividends and sale proceeds. The disclosure increases Avadel’s institutional ownership profile, potentially improving liquidity and market visibility without signaling an intent to influence corporate control.

Positive

• Vanguard Group's 5.74 % stake adds a globally recognised, low-cost asset manager to AVDL's register, enhancing liquidity and credibility.
• Sole dispositive authority over 5.36 m shares reduces settlement risk and potential share-supply overhang.

Negative

• No sole voting power limits Vanguard’s ability to unilaterally support management initiatives or fend off hostile proposals.

Insights

Buy-side Portfolio Manager

TL;DR – Passive 5.7 % Vanguard stake lifts institutional profile; limited voting clout keeps governance impact muted.

Vanguard’s 5.74 % holding brings a large, low-turnover shareholder onto Avadel’s register, a constructive signal for liquidity and valuation. Because Vanguard reports zero sole voting power and minimal shared votes, it is unlikely to push strategic change. The sole dispositive control over 5.36 m shares means the position can be rebalanced without coordination delays, reducing overhang risk. Overall market effect: modestly positive, especially for small-mid cap biotech names where incremental passive ownership can compress the cost of capital.

Corporate Governance Specialist

TL;DR – Governance impact neutral; passive filing signals compliance not activism.

The filing under 13d-1(b) confirms a passive stance. Vanguard’s lack of sole voting power suggests it will follow internal proxy guidelines rather than engage directly. Management should not expect activist involvement, but the firm’s stewardship team may still influence ESG or compensation proposals through shared votes. From a control-perspective, nothing changes; however, a concentrated passive bloc can stabilize the shareholder base ahead of capital raises or strategic reviews.

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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

FAQ

What percentage of Avadel Pharmaceuticals (AVDL) does Vanguard now own?

Vanguard reports beneficial ownership of 5.74 % of AVDL’s outstanding common stock.

How many Avadel shares are disclosed in Vanguard's Schedule 13G?

The filing lists 5,564,259 ordinary shares under Vanguard’s beneficial ownership.

Does Vanguard have voting power over its AVDL shares?

It has 0 shares with sole voting power and 107,614 shares with shared voting power.

What is the difference between voting and dispositive power in this filing?

Voting power concerns proxy decisions; dispositive power relates to the right to sell. Vanguard has sole dispositive power on 5,361,014 shares but no sole voting rights.

Why did Vanguard file this Schedule 13G for Avadel?

Crossing the 5 % ownership threshold triggers a Schedule 13G disclosure for passive investment advisers under SEC rules.

When was Vanguard’s ownership position effective and when was the document signed?

The ownership was effective 30 Jun 2025; the filing was signed on 29 Jul 2025 by Ashley Grim.