Beeline Holdings Reports Equity Sales, Officer Changes, and Shareholder Votes

TL;DR

Beeline Holdings filed an 8-K: unregistered equity sales, officer/director changes, shareholder votes, and financials are out.

AI Summary

On October 2, 2025, Beeline Holdings, Inc. filed an 8-K report detailing several key events. The company announced unregistered sales of equity securities, the departure of directors or certain officers, the election of new directors, the appointment of certain officers, and updates on compensatory arrangements for officers. Additionally, the filing covers the submission of matters to a vote of security holders and includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate actions including potential equity dilution and changes in leadership, which could impact the company's strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — The filing involves unregistered sales of equity, which can lead to dilution, and significant changes in directors and officers, suggesting potential instability or strategic shifts.

Key Players & Entities

• Beeline Holdings, Inc. (company) — Registrant
• October 2, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-38182 (identifier) — SEC File Number
• 20-3937596 (identifier) — EIN

FAQ

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value BLNE The Nasdaq Stock Mar
• $1.01376 — le for 10 years at an exercise price of $1.01376 per share, vesting annually in equal am

Filing Documents

• form8-k.htm (8-K) — 57KB
• ex10-1.htm (EX-10.1) — 27KB
• ex10-2.htm (EX-10.2) — 32KB
• ex10-3.htm (EX-10.3) — 118KB
• 0001493152-25-017436.txt ( ) — 426KB
• blne-20251002.xsd (EX-101.SCH) — 3KB
• blne-20251002_lab.xml (EX-101.LAB) — 33KB
• blne-20251002_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): October 2, 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: (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 3.02 Unregistered Sales of Equity Securities. To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) To the extent required by Item 5.02(e) of Form 8-K, the information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. 2025 Annual Meeting On October 2, 2025, the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") of Beeline Holdings, Inc. (the "Company") was held. At the 2025 Annual Meeting, the Company's stockholders voted on (i) the election of six members of the Company's Board of Directors for a one-year term expiring at the next annual meeting of stockholders (Proposal 1); (ii) approval of the Company's Amended and Restated 2025 Equity Incentive Plan (the "2025 Plan") (Proposal 2); (iii) approval of the increase in shares of Common Stock issuable under the Company's Series G Convertible Preferred Stock and Warrants, and (iv) approval of an adjournment of the 2025 Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the 2025 Annual Meeting (Proposal 4), all as described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 18, 2025. Set forth below are the voting results on each matter submitted to the stockholders at the 2025 Annual Meeting. Proposal 1 . The Company's stockholders voted to elect the following six individuals as directors to hold office until the next annual meeting of stockholders: Nominee Votes For Abstentions Broker Non-Votes Nicholas R. Liuzza, Jr. 6,023,159 16,015 6,020,654 Joseph Caltabiano 5,916,224 122,950 6,020,654 Eric Finnsson 5,895,475 143,699 6,020,654 Joseph Freedman 5,890,015 36,474 6,020,654 Francis Knuettel, II 6,002,700 36,474 6,020,654 Stephen Romano 6,019,667 19,507 6,020,654 Proposal 2 . The Company's stockholders voted to approve the Company's 2025 Plan. Votes For Votes Against Abstentions 5,726,389 295,941 16,844 Proposal 3 . The Company's stockholders voted to approve the increase in Common Stock issuable under the Company's Series G Convertible Preferred Stock and Warrants. Votes For Votes Against Abstentions 5,649,905 182,387 206,882 As there were sufficient votes to approve Proposals 1 through 3, Proposal 4 was moot. Equity Grants As a result of the stockholders' approval of the 2025 Plan at the 2025 Annual Meeting, the following equity grants took effect on October 2, 2025, as such grants were subject to stockholder approval in accorda

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