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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)
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
8.01 Other Events
Beeline
Title Closes its First Crypto Real Estate Transaction— Building a Title Platform for Lenders leveraging
Stable Coins to fund residential property
Beeline
Holdings, Inc., (NASDAQ: BLNE) the fast-growing digital mortgage platform that shortens the path to homeownership, is pleased to
announce that its subsidiary, Beeline Title Holdings Inc., has successfully closed what it believes to be one of the first-ever residential
real estate transactions funded through the sale of a cryptocurrency token which is backed by real property. The transaction marks a
major milestone in the evolution of blockchain-driven real estate finance, bridging decentralized finance with traditional title and
escrow services.
This
comes at a time when momentum behind regulatory clarity is accelerating. The Genius Act has passed the U.S. Senate and if it clears the
House of Representatives, federal oversight of stablecoins will become a reality. This anticipated legislation is expected to unlock
broader adoption of cryptocurrency-based funding mechanisms in U.S. real estate.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the company’s prospective new home equity access product, the potential market for, timing, features, and
demand for such product, and the benefits thereof. Forward-looking statements are prefaced by words such as “anticipate,”
“expect,” “plan,” “could,” “may,” “will,” “should,” “would,”
“intend,” “seem,” “potential,” “appear,” “continue,” “future,”
believe,” “estimate,” “forecast,” “project,” and similar words. Forward-looking statements
are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking
statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to
predict. We caution you, therefore, against relying on any of these forward-looking statements. Our actual results may differ materially
from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that
estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, the ultimate interest
of homeowners in unlocking liquidity and Beeline’s ability to attract homeowners, its reliance on a related party to raise capital
to fund the real estate transactions and the Risk Factors contained in our Form 10-K filed April 15, 2025. Any forward-looking statement
made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual results
to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required
by law.
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:
June 25, 2025
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
