[SCHEDULE 13D/A] EASTSIDE DISTILLING , INC. SEC Filing

Rhea-AI Filing Summary

Beeline Holdings, Inc. (Nasdaq: BLNE) – Schedule 13D/A (Amendment No. 2) filed 18 June 2025 discloses that Chief Executive Officer and director Nicholas Reyland Liuzza Jr. now beneficially owns 8,437,989 common shares, equal to 54.8 % of the 9,061,418 shares outstanding as of 19 May 2025.

The stake comprises 8,214,273 shares held directly, 223,716 shares held through a family trust, and the common shares underlying Series G Convertible Preferred Stock and warrants that are convertible or exercisable within 60 days. The filing gives effect to price-protection adjustments that increased the number of underlying shares. Conversions and warrant exercises remain subject to further shareholder approval under Nasdaq rules.

Capital deployed: Mr. Liuzza invested personal funds of $4.05 million in Series G and related warrants across previously reported private placements, plus $329 thousand for 232,092 open-market common shares. The securities were acquired following the 7 Oct 2024 merger that created Beeline Holdings.

Intent: The CEO states the purchases were made to exercise control over the issuer. He holds sole voting and dispositive power over the full position.

Key considerations for investors:

• High insider ownership can align management and shareholder interests but also concentrates control.
• Potential future dilution from Series G conversions and warrant exercises, particularly if additional price-protection resets occur.
• Multiple Securities Purchase and Registration Rights Agreements govern these instruments; details were previously filed on various Form 8-Ks.

Positive

• Major insider ownership: CEO now holds 54.8 % of outstanding shares, aligning managerial and shareholder interests.
• Significant personal investment: $4.38 million of personal funds deployed since December 2024 demonstrates executive confidence in the company.

Negative

• Dilution overhang: Series G and warrant price-protection provisions can increase share count further if lower-priced issuances occur.
• Governance concentration: Majority control by a single insider may limit minority shareholder influence on future corporate actions.

Insights

Financial Analyst

TL;DR – CEO boosts stake to 54.8 %; control high, dilution risk persists.

The amendment confirms that Mr. Liuzza controls a majority of Beeline’s equity through 8.44 million shares, including Series G preferred and warrants convertible within 60 days. His additional $4 million cash investment since late 2024 signals confidence and provides capital, a modest positive for balance-sheet strength. However, the underlying instruments carry price-protection clauses that expand share counts when lower-priced issuances occur, creating an overhang and potential dilution for minority investors. Because conversions and exercises still need shareholder approval, near-term issuance is not assured, yet the concentration of voting power makes such approval likely. Overall, the filing is neutral: insider support is encouraging, but governance and dilution risks offset the benefit.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

BEELINE HOLDINGS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

277802500

(CUSIP Number)

MICHAEL HARRIS, ESQ.
3001 PGA BLVD, STE 305
PALM BEACH GARDENS, FL, 33410
561-686-3307

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/18/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 277802500

1

Name of reporting person

Nicholas Reyland Liuzza Jr.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 8,437,989.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,437,989.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,437,989.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

54.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

11. Represents outstanding shares of the Issuer's common stock over which the Reporting Person has dispositive and voting control. Gives effect to Series G Convertible Preferred Stock ("Series G") and Warrants convertible and exercisable within 60 days. See Item 5. 13. Based on 9,061,418 shares of common stock outstanding as of May 19, 2025, and gives effect to shares of common stock underlying Series G and Warrants held by the Reporting Person which are or may become convertible and exercisable within 60 days. The shares of common stock underlying the Series G and Warrants were increased due to price protection adjustment provisions set forth in such securities, and may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Stock Market LLC.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.0001 par value
(b)	Name of Issuer: BEELINE HOLDINGS, INC.
(c)	Address of Issuer's Principal Executive Offices: 188 VALLEY STREET,, SUITE 225, PROVIDENCE, RHODE ISLAND , 02909.
Item 2.	Identity and Background
(a)	Nicholas Reyland Liuzza Jr.
(b)	188 Valley Street, Suite 225, Providence, RI 02909
(c)	Mr. Liuzza is the Chief Executive Officer and a director of Beeline Holdings, Inc. [Nasdaq: BLNE].
(d)	During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	This amendment amends the Schedule 13D filed with the Securities and Exchange Commission on March 20, 2025, as amended on March 26, 2025. The Reporting Person received shares of Series F-1 Convertible Preferred Stock ("Series F-1") and Series F Convertible Preferred Stock ("Series F") in connection with the Issuer's merger with Beeline Financial Holdings, Inc. ("Beeline") which closed on October 7, 2024, as disclosed in a Current Report on Form 8-K filed by the Issuer on that date. Subsequently, across multiple transactions which were previously disclosed in the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed on December 19, 2024, December 31, 2024, February 18, 2025, February 21, 2025, March 3, 2025, March 24, 2025 and June 16, 2025, the Reporting Person invested with personal funds a total of $4,048,159 and acquired shares of Series G convertible into 2,424,048 shares of common stock and Warrants to purchase 3,908,677 shares of common stock. Additionally, across numerous transactions which were previously disclosed in the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed on December 11, 2024, March 20, 2025, March 24, 2025, April 17, 2025, April 24, 2025, April 25, 2025, April 28, 2025, May 2, 2025, May 2, 2025, May 6, 2026, May 9, 2025, May 19, 2025, May 23, 2025, and June 16, 2025, the Reporting Person invested with personal funds a total of $329,265.36 and acquired 232,092 shares of common stock on the open market. On March 7, 2025, the Issuer's shareholders approved the conversion of the Series F-1, Series F and Series G and the exercise of the Warrants prior to subsequent adjustments to and issuances of certain of these securities. The shares of common stock underlying the Series G and Warrants were increased due to price protection adjustment provisions set forth in such securities, and may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of Warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Stock Market LLC.
Item 4.	Purpose of Transaction
	The Reporting Person is the Chief Executive Officer and a director of the Issuer. He acquired all of his securities with the purpose of exercising control.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person beneficially owns 8,437,989 shares of the Issuer's common stock. This includes 8,214,273 shares beneficially owned directly and 223,716 shares owned by a family trust over which the Reporting Person exercises dispositive and voting control. The above number of shares amounts to approximately 54.8% of the 9,061,418 outstanding shares of common stock as of May 19, 2025. The percentage beneficially owned is calculated by including all shares beneficially owned as the numerator and dividing that amount by the denominator which is shares of common stock issued and outstanding plus the shares of common stock beneficially owned underlying derivative securities held by the Reporting Person (in this case, Mr. Liuzza's Series G and Warrants), even though such underlying shares are not issued and outstanding.
(b)	The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person.
(c)	Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	In connection with his investments in the Series G and Warrants, the Company entered into Securities Purchase Agreements and Registration Rights Agreements with Mr. Liuzza. The terms of the Securities Purchase Agreements, Series G, Warrants, and related Registration Rights Agreements were previously disclosed in the Current Reports on Form 8-K filed on December 3, 2024, March 5, 2025, March 10, 2025, March 26, 2025, April 30, 2025, and June 16, 2025. Copies of these documents were included as exhibits to such Current Reports on Form 8-K.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Nicholas Reyland Liuzza Jr.

Signature:	/s/ Nicholas Reyland Liuzza, Jr.
Name/Title:	Nicholas Reyland Liuzza, Jr., individually
Date:	06/18/2025

FAQ

How many Beeline Holdings (BLNE) shares does CEO Nicholas Liuzza now control?

He beneficially owns 8,437,989 shares, representing 54.8 % of shares outstanding.

What securities contribute to the CEO's 54.8 % stake in BLNE?

The stake includes common shares, Series G preferred stock convertible into common, and warrants exercisable within 60 days.

How much cash has the CEO invested according to the Schedule 13D/A filing?

Mr. Liuzza invested $4,048,159 in Series G and warrants and $329,265 for open-market common shares.

Are the Series G conversions and warrant exercises already approved?

Shareholders approved conversions on 7 Mar 2025, but future exercises remain subject to Nasdaq shareholder-approval rules.

What risks do BLNE investors face from this insider ownership update?

Key risks are potential dilution from price-protected securities and concentrated voting control by the CEO.