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

Rhea-AI Filing Summary

Beeline Holdings, Inc. (Nasdaq: BLNE) filed an 8-K disclosing the divestiture of its 53%-owned subsidiary, Bridgetown Spirits Corp., via a Debt Satisfaction Agreement (DSA) signed 25 Jul 2025. The company transferred its entire 530,000-share stake to three individual buyers, including Spirits’ president Geoffrey Gwin, in exchange for the cancellation of $367,404 in payables owed by Beeline and mutual liability releases. Spirits therefore ceases to be a consolidated subsidiary.

Simultaneously, Beeline advanced $75,000 to Spirits and received a $100,000 Senior Secured OID Promissory Note (original-issue discount $25,000). Principal amortises in two equal tranches:

• $50,000 due 24 Apr 2026
• $50,000 due 25 Jul 2026

The note is secured by all Spirits assets.

No cash consideration was received on closing; Beeline swapped equity for debt relief and extended incremental credit. Any unregistered securities issuances are claimed exempt under Section 4(a)(2). A press release announcing the transactions was issued 29 Jul 2025 (Ex. 99.1).

Key takeaways: Beeline removes a non-core subsidiary and $0.37 m of liabilities from its balance sheet but forfeits future upside from Spirits and increases counterparty credit risk through a $75 k loan.

Insights

Equity Analyst

TL;DR: Liability reduction offsets loss of subsidiary; net strategic impact modest.

The DSA eliminates $367 k of short-term payables—material for a micro-cap like Beeline—improving liquidity without cash outlay. However, divesting 53% of Spirits removes potential earnings and any consolidation benefits. The secured note offers upside (OID adds $25 k yield) but collectability hinges on Spirits’ asset quality, which is undisclosed. Overall, balance-sheet de-risking is positive but earnings dilution and credit exposure temper enthusiasm.

Credit Risk Specialist

TL;DR: Transaction slightly tightens leverage yet introduces new counterparty risk.

Retiring $367 k of payables lowers immediate leverage. The $100 k note, though senior-secured, converts Beeline from debtor to creditor; recovery is contingent on Spirits’ collateral value and 2026 cash flow. The OID improves effective yield, but a two-year bullet structure delays liquidity. Loss of subsidiary guarantees means future support is unlikely, raising default probability. Viewed in aggregate, credit profile is neutral.

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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 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: (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 1.01 Entry into a Material Definitive Agreement

On July 25, 2025, Beeline Holdings, Inc. (the “Company”) entered into a Debt Satisfaction Agreement (the “DSA”) with Bridgetown Spirits Corp. (“Spirits”), the Company’s 53%-owned subsidiary and three individuals (the “Buyers”) including Geoffrey Gwin, the President of Spirits, pursuant to which the Company transferred to the Buyers all 530,000 shares of Spirits common stock held by the Company, representing 53% of the outstanding Spirits common stock, in exchange for the satisfaction of outstanding amounts payable by the Company to the Buyer totaling $367,404 and releases from Spirits and the Buyers relating thereto. The Company also released Spirits from certain obligations and liabilities in connection with the transaction. As a result of the foregoing, Spirits is no longer a subsidiary of the Company.

In connection with the DSA, the Company loaned Spirits $75,000, in exchange for which Spirits executed and delivered to the Company a Senior Secured Original Issue Discount Promissory Note and Security Agreement (the “Note”) in the principal amount of $100,000, reflecting an original issue discount of $25,000. The Note is payable as follows: (i) $50,000 is payable on April 24, 2026, and the remaining $50,000 is payable on July 25, 2026. The obligations of Spirits evidenced by the Note are secured by the assets of Spirits pursuant to the Note.

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 1.01 is 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.

The foregoing descriptions of the agreements and documents and the transactions contemplated thereby described in this Current Report on Form 8-K do not purport to be complete, and are qualified in their entirety by the complete text of such agreements and documents, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On July 29, 2025, the Company issued a press release announcing the transactions described above, a copy of which is furnished as Exhibit 99.1 of this Current Report on Form 8-K.

The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

				Incorporated by Reference						Filed or Furnished
Exhibit #		Exhibit Description		Form		Date		Number		Herewith
10.1		Debt Satisfaction Agreement dated July 25, 2025								Filed
10.2		Senior Secured Original Issue Discount Promissory Note and Security Agreement dated July 25, 2025								Filed
99.1		Press Release dated July 29, 2025								Furnished
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