Beeline Holdings, Inc 10-K for FY2025

Beeline Holdings, Inc. (BLNE)

10-K 2026-03-31 For: 2025-12-31

Added on April 11, 2026

About this 10-K

Beeline Holdings, Inc filed this 10-K on March 31, 2026, covering the fiscal year ended December 31, 2025 (FY2025).

Headline figures

Fiscal year ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $7.77M; up 600.0% from $1.11M a year earlier
Net loss: $23.17M; compared with a net loss of $11.33M a year earlier
Diluted EPS: -$2.23; compared with -$46.63 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

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)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
Emerging growth company ☐

		Page
PART I		3
Item 1.	Business	5
Item 1A.	Risk Factors	17
Item 1B.	Unresolved Staff Comments	39
Item 1C.	Cybersecurity	39
Item 2.	Properties	39
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	39
PART II		40
Item 5.	Market for the Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	40
Item 6.	[Reserved]	40
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	53
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	54
Item 9A.	Controls and Procedures	54
Item 9B.	Other Information	55
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	55
PART III		55
Item 10.	Directors, Executive Officers, and Corporate Governance	55
Item 11.	Executive Compensation	58
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	61
Item 13.	Certain Relationships and Related Transactions, and Director Independence	62
Item 14.	Principal Accounting Fees and Services	64
PART IV
Item 15.	Exhibits	65
Item 16.	Form 10-K Summary	67
SIGNATURES		68

	●	Our ability to continue as a going concern and the sufficiency of our existing cash and cash equivalents to meet our working capital and capital expenditure needs over the next 12 months will depend on our ability to raise capital;

	●	the risks of a recession in the U.S. arising from tariffs and litigation and developments related thereto, inflation, and high interest rates, which may negatively affect future business and weaken the demand for consumer home loans;

	●	the impact of previous interest rate cuts on the mortgage lending industry and actions that the Federal Reserve may take with respect to interest rates in the future, which may include delaying further interest rate cuts or implementing interest rate increases to combat continuing or increased inflation;

	●	our reliance on certain third parties, our ability to protect, maintain and improve upon our technology infrastructure and intellectual property, and risks inherent in the regulatory and competitive industry in which we operate;

	●	Changes in the political and regulatory environment and in business and economic conditions in the United States and in the real estate and mortgage lending industry;

	●	geopolitical conflicts and wars in Ukraine, the Middle East and Latin America;

	●	our ability to develop and maintain our brand cost-effectively; and

	●	the other risk factors summarized under “Summary of Risk Factors” and described in more detail in “Risk Factors” of this Report.

	●	Marketing and Sales: The Company uses an AI chatbot called Bob to enable cost-effective communication with prospective borrowers to respond to inquiries and answer questions about our product offerings, enhance borrower engagement and introduce new borrowers and sellers to our platform. Beyond Bob, the Company leverages a sophisticated digital marketing strategy to reach out to potential customers.
	●	Application and Pre-Qualification: When borrowers are ready to apply, they are taken through a seven-to-ten-minute journey through a series of conversational-style questions, collecting the information required to complete a loan application.
	●	Document Collection and Verification: The system automatically asks for required documents, such as bank statements, tax returns, and employment information based on the loan type and purpose.
	●	Approval and Closing: Once underwriting is completed, the borrower may receive a conditional approval. The Company’s proprietary platform will present the customer with required documentation through each phase of the loan process and allows the customer to do multiple things in their portal seamlessly, whether a document upload, pay for an appraisal or sign documents natively in their tracker.
	●	Post-Closing and Servicing: After closing, loans are sold to aggregators who handle all servicing.
	●	Title and Closing Services: The Company offers title and closing services to its borrowers. These operations are tightly integrated, providing a seamless customer experience. The Company acts as the agent in its title and closing services business, selling title insurance policies for some of the largest title underwriters, including First American National Title Insurance Company, Fidelity National Title Insurance Company and Westcor Land Insurance Company.

	●	Net gain on sale of loans: Once the Company closes a loan, it then sells that loan to an aggregator at a predetermined price. The proceeds are recorded as a gain (loss) on sale of loans. This source accounted for approximately 69% of revenue for the year ended December 31, 2025.
	●	Loan origination fees: This is a fee charged to a borrower to offset the costs of origination. This source accounted for approximately 13% of revenue for the year ended December 31, 2025.
	●	Title fees: Fees associated with closing a mortgage for a lender, which averages approximately $1,100 per closed file. Currently, Beeline Title handles the title and escrow services for approximately 64% of the refinance mortgages that the Company originates while also offering its title and closing services to other lenders. This source accounted for approximately 18% of revenue for the year ended December 31, 2025.
	●	BeelineEquity: The Company recently began offering a new fractional equity product called BeelineEquity. The Company receives an origination fee and a title fee from each closed fractional equity transaction on behalf TYTL Corp. (“TYTL”) that provides financing to the customers of these transactions, which is described in more detail below.

	●	Point of Sale & Tracker: A sophisticated platform that captures, analyzes and retrieves information to process a mortgage transaction. It also allows customers to complete certain workflows seamlessly as part of their mortgage processing journey.
	●	Decision Engine: Data driven platform designed to issue approvals based on the data collected and information provided by the new customer.

	●	Resolution Engine: A tool that captures mortgage tasks and completes those tasks with data, documents or human involvement.
	●	BlinkQC: An in-house automated QC solution that can perform a Fannie Mae/Freddie Mac required pre-close audit in minutes at a significantly reduced cost. By contrast, third party QC firms can take between 1 hour and 48 hours to complete and cost up to $175.00 per file.
	●	MagicBlocks: A platform that allows businesses to build their own custom AI sales tools through administrative protocols. Bob, the AI chatbot referred to below is powered by MagicBlocks. The Company leverages its relationship with MagicBlocks to enhance its customers’ experience and drive engagement. The Company is a co-founder of MagicBlocks and currently owns 47.6%; however, MagicBlocks is seeking additional investment funding and planning to grant equity options to employees which will dilute its ownership. The Company currently uses this technology with a royalty-free licensing and service agreement. If MagicBlocks were to sever its relationship with the Company, the Company would have to locate another AI tool, which could be disruptive to its business until it found a replacement and was able to integrate this new AI technology into the Company’s operations. The Company believes that other suitable sources exist, although the increased cost will reduce its profit margins.
	●	“Bob”: Bob is one of the first mortgage AI chatbots, handling incoming chat-based communication through its website on a 24/7 basis and was developed by MagicBlocks. The Company converts AI chat conversations into applications at a rate eight times more efficiently than its human loan officers, referred to as “Loan Guides”. Bob performs outbound campaign-style communications to pull customers into the marketing funnel. The Company plans for Bob to soon start voice campaigns for generating sales activities and enhancing customer service.
	●	Licenses for software: The Company licenses the loan origination software and customer relationship management platform from third party vendors.

	●	Rocket Mortgage: The largest digital mortgage lender in the U.S., known for its streamlined application process and fast approvals. Its online platform is user-friendly, and it offers competitive rates. Rocket Mortgage leverages AI to enhance customer experience and predict borrower needs.
	●	Better Home and Finance: Differentiates with its digital-first experience and AI-driven recommendations. It emphasizes transparency and customer support, with a streamlined, all-digital process.
	●	SoFi: Targets a younger demographic, particularly first-time homebuyers. SoFi combines mortgage products with personal finance management tools. It emphasizes low fees and offers a diverse array of financial services and non-mortgage loan products.
	●	LoanDepot: Strong presence in both direct-to-consumer and retail channels, with its proprietary technology called mello®. LoanDepot aims to combine human assistance with technology-driven processes to cater to diverse customer needs.

	●	the RESPA and Regulation X, which require certain disclosures to be made to the borrower at application, as to the lender’s good faith estimate of loan production costs, and at closing with respect to the actual real estate settlement statement costs (for most loans, such disclosures are in conjunction with those required under the TILA), prohibit kickbacks, referrals, and unearned fees in connection with settlement service business and impose requirements and limitations on affiliates and strategic partners, and certain loan servicing practices including with respect to escrow accounts, requests for information from borrowers, servicing transfers, lender-placed insurance, error resolution and loss mitigation;
	●	the TILA including HOEPA and Regulation Z, which regulate mortgage loan production and servicing activities, require certain disclosures be made to borrowers throughout the loan process regarding terms of mortgage financing (including those disclosures required under the TRID rule, provide for a three-day right to rescind some transactions, regulate certain higher-priced and high-cost mortgages, require lenders to make a reasonable and good faith determination that consumers have the ability to repay the loan prior to consummation, mandate homeownership counseling for high-cost mortgage applicants, impose restrictions on loan production compensation, and apply to certain loan servicing practices;
	●	the FCRA and Regulation V, which regulate the use and reporting of information related to the credit history of consumers, require disclosures to consumers regarding the use of credit report information in certain credit decisions and require lenders to take measures to prevent or mitigate identity theft;
	●	the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of age, race and certain other characteristics in the extension of credit, require creditors to deliver copies of appraisals and other valuations, and require certain notifications to applicants for credit;
	●	the Homeowners Protection Act, which requires certain disclosures, and the cancellation or termination of private mortgage insurance once certain equity levels are reached;
	●	the HMDA and Regulation C, which require reporting of mortgage loan application, origination and purchase data, including the number of mortgage loan applications originated, approved but not accepted, denied, purchased, closed for incompleteness and withdrawn;
	●	the Fair Housing Act, which prohibits discrimination in housing on the basis of race, sex, national origin and certain other characteristics;
	●	the Fair Debt Collection Practices Act, which regulates the timing and content of debt collection communications and debt collection practices;
	●	the GLBA and Regulation P, which require initial and periodic communication with consumers on privacy matters, provide limitations on sharing nonpublic personal information, and the maintenance of privacy and security regarding certain consumer data in our possession;
	●	the BSA, and related regulations including the Office of Foreign Assets Control and the USA Patriot Act, which impose certain due diligence and recordkeeping requirements on lenders to detect and block money laundering that could support terrorist activities;
	●	the SAFE Act, which imposes state licensing requirements on mortgage loan originators;
	●	the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures and which require creditors and loan servicers to obtain a consumer’s consent to electronically receive disclosures required under federal and state laws and regulations;
	●	the EFTA and Regulation E, which protect consumers engaging in electronic fund transfers;
	●	the Servicemembers Civil Relief Act, which provides financial protections for eligible service members;
	●	the Federal Trade Commission Act, the FTC Credit Practices Rules and the FTC Telemarketing Sales Rule, which prohibit unfair or deceptive acts or practices and certain related practices;

	●	the TCPA, which restricts telephone solicitations and automatic telephone equipment in connection with both origination and servicing of loans;
	●	Regulation N, which prohibits certain unfair and deceptive acts and practices related to mortgage advertising and imposes recordkeeping requirements on advertisers;
	●	the CAN-SPAM Act, which makes it unlawful to send certain electronic mail messages that contain false or deceptive information and provide other protections for email users;
	●	the Consumer Financial Protection Act, enacted as part of the Dodd-Frank Act, which (among other things) created the CFPB, and gave it broad rulemaking authority over certain enumerated consumer financial laws and supervisory and enforcement jurisdiction over mortgage lenders and servicers, and prohibits any unfair, deceptive or abusive acts or practices in connection with any consumer financial product or service; and
	●	the Bankruptcy Code and bankruptcy injunctions and stays, which can restrict collection of debts.

	●	Securities regulation: Platforms selling shares in residential property often fall under SEC oversight because they constitute investment contracts.
	●	Real estate and zoning laws: Local regulations may restrict the number of owners, and homeowner association covenants must be reviewed to ensure they permit fractional arrangements.
	●	Financial regulations: While not traditional loans, these agreements must still adhere to transparency in how equity is valued and, in some cases, comply with consumer protection regulations related to home financing.

	●	The Company depends on third party partners and vendors to maintain and grow its business, the loss of some or all of these third parties may have a material adverse effect.
	●	The Company depends on its ability to sell loans and mortgage service rights (“MSRs”) in the secondary market the impairment of which would materially harm its business.
	●	A recession or economic downturn could halt or limit its ability to sell the Company’s loans and lend money to future borrowers.
	●	Similarly, higher interest rates adversely affect the Company’s business. The current conflict with Iran may lead to higher interest rates due to inflationary pressures.
	●	The Company is required to comply with many financial, legal, and regulatory laws and regulations, and any failure to comply could have a material adverse effect.
	●	The Company faces intense competition that could materially and adversely affect it.
	●	The Company’s loans to customers originated outside of GSE guidelines or other guidelines involve a high degree of business and financial risk.
	●	The Company relies on highly-skilled personnel with knowledge of the mortgage industry, the loss of whom may negatively impact its business.
	●	The Company is exposed to interest rate volatility, which could have a material adverse effect.
	●	Material fraud could result in significant financial losses and reputational harm.
	●	The Company markets its services through advertising via online sources, and it may need to incur substantial costs to drive future sales and may be unsuccessful in doing so.
	●	TCPA regulations which went into effect in early 2025 will continue to impact the Company’s compliance costs and give rise to regulatory and legal risks.

	●	If the United States experiences rising mortgage interest rates, it may continue to negatively impact the Company’s business and loan origination volumes.
	●	The Company’s business is subject to underwriting limitations and the potential of mortgage defaults.
	●	Failure to comply with underwriting guidelines of aggregators or GSEs could materially and adversely impact the Company’s business.
	●	Changes in the GSEs’, the FHA’s or the VA’s requirements or guidelines could materially and adversely affect the Company’s business.

	●	The Company relies on indebtedness to fund its operations and growth objectives, which subjects it to numerous risks arising from its incurring this indebtedness.
	●	The Company relies on warehouse lines to fund the loans it originates and without these lines, it would be unable to originate loans as a correspondent lender to its investors who purchase its loans.

	●	The Company’s business relies on technology infrastructure, which exposes it to cybersecurity and technology infrastructure risks.
	●	If The Company is not able to protect the privacy, use, and security of customer information, it could sustain damages.
	●	The Company heavily relies on third-party software to operate its business.
	●	The Company faces risks with respect to its ability to protect its intellectual property rights.
	●	The Company may become subject to disputes related to the intellectual property of third parties.

	●	The Company operates in a heavily regulated industry, and our business operations expose it to risks of noncompliance, including due to any future changes in the regulations applicable to it.
	●	Future AI or technology characteristics and regulations could negatively impact our business.
	●	The Company is subject to various telecommunications, data protection and privacy laws.
	●	Federal and state laws regulate the Company’s strategic relationships which could result in harm to its business.
	●	Cryptocurrencies are not heavily regulated yet – new regulation in this area could impact the investor that funds the BeelineEquity product, thereby making that product more difficult or impossible to provide to customers in the future.

	●	The market price of our shares of common stock and our ability to raise capital as and when needed are subject to fluctuation, including based on external forces and events which are beyond our control.
	●	If we fail to maintain our listing on Nasdaq, investors’ ability to sell our common stock will be diminished.
	●	Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us.
	●	Outstanding derivative securities and any new derivative securities that may be issued could harm our existing stockholders.
	●	If we raise capital in the future, it may dilute our existing stockholders’ ownership and/or have other adverse effects on us, our securities or our operations.
	●	Common stock eligible for future sale may adversely affect the market.
	●	A lack of securities or industry analyst coverage on our business or negative reports could negatively impact the market price and trading volume of our common stock.
	●	We have never paid dividends, and we do not expect to pay dividends for the foreseeable future.

	●	credit standards for mortgage loans;
	●	its default and claims rates on recently produced FHA loans;

	●	its staffing levels and other servicing practices;
	●	the servicing and ancillary fees that it may charge;
	●	its modification standards and procedures;
	●	the amount of reimbursable and non-reimbursable advances that it may make; and
	●	the types of loan products that are eligible for sale or securitization.

	●	loss of its licenses and approvals to engage in its lending, servicing and brokering businesses;
	●	damage to its reputation in the industry;
	●	governmental investigations and enforcement actions, which also could involve allegations that such compliance failures demonstrate weaknesses in the Company’s compliance systems;
	●	administrative fines and penalties and litigation;
	●	civil and criminal liability, including class action lawsuits and defenses to foreclosure;
	●	diminished ability to sell loans that it originates or brokers, requirements to sell such loans at a discount compared to other loans or repurchase or address indemnification claims from purchasers of such loans, including the GSEs; and
	●	inability to execute on its business strategy, including its growth plans.

	●	the impact of interest rates on our business;
	●	our liquidity and capital raising efforts;
	●	the expansion of our business including through strategic transactions and initiatives;
	●	our success in implementing our SaaS and BeelineEquity businesses;
	●	our ability to increase our business and reduce expenses;
	●	our ability to solve our liquidity issues;
	●	our common stock remaining listed on Nasdaq;
	●	expansion of our business;
	●	the impact of interest rates on the Company’s business;
	●	our ability to increase revenue and reduce expenses;
	●	actual or anticipated variations in operating results;
	●	additions or departures of key personnel including our executive officers;
	●	the impact of the war in Ukraine and geopolitical conflicts in the Middle East and Latin America;
	●	the actions taken by the Trump administration on the economy;
	●	the possibility of a recession or market down-turn;
	●	cybersecurity attacks or data privacy issues involving our products or operations;
	●	announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments, significant contracts, or other material developments that may affect our prospects;
	●	the impact of AI on the economy and jobs;
	●	adverse regulatory developments; or
	●	general market conditions including factors unrelated to our operating performance

(Dollars in thousands, except per share amounts)	2025			2024 ⁽¹⁾
Revenues
Beeline Loans	$	6,391		$	918
Beeline Title Holdings		1,379			192
Total net revenues	$	7,770		$	1,110

Net loss from continuing operations	$	(22,666	)	$	(2,392	)
Net loss	$	(23,381	)	$	(13,076	)
Basic and diluted net loss per common share attributable to common stockholders	$	(2.23	)	$	(46.63	)

(Dollars in thousands)	2025			2024 ⁽¹⁾
Revenues
Beeline Loans	$	6,391		$	918
Beeline Title Holdings		1,379			192
Total net revenues	$	7,770		$	1,110

Net Loss from Continuing Operations
Beeline Loans	$	(9,245	)	$	(1,925	)
Beeline Title Holdings		(692	)		(63	)
Corporate		(12,729	)		(404	)
Total net loss from continuing operations	$	(22,666	)	$	(2,392	)

(Dollars in thousands)	2025			October 8, 2024 - December 31, 2024
Gain on sale of loans, net	$	5,384		$	757
Loan origination fees		1,019			214
Interest income (expense)
Interest income		406			86
Interest expense		(432	)		(141	)
Interest income (expense), net		(26	)		(55	)
Other revenues		14			2
Total net revenues		6,391			918
Compensation, commissions and benefits		6,660			1,012
General and administrative expenses		874			253
Depreciation and amortization		3,216			736
Marketing and advertising		2,671			409
Other operating expenses		2,130			422
Total operating expenses		15,551			2,832
Loss from operations		(9,160	)		(1,914	)
Interest expense		(36	)		(11	)
Gain on extinguishment of debt		34			-
Other expense		(83	)		-
Net loss from continuing operations	$	(9,245	)	$	(1,925	)

(Dollars in thousands)	2025			October 8, 2024- December 31, 2024
Title fees	$	1,379		$	192
Total net revenues		1,379			192
Compensation and benefits		1,244			197
General and administrative expenses		192			3
Marketing and advertising		124			10
Other operating expenses		509			45
Total operating expenses		2,069			255
Loss from operations		(690	)		(63	)
Other expense		(2	)		-
Net loss from continuing operations	$	(692	)	$	(63	)

(Dollars in thousands)	2025			2024
Compensation and benefits	$	3,540		$	1,312
General and administrative expenses		5,429			1,804
Depreciation and amortization		100			22
Marketing and advertising		205			11
Other operating expenses		417			58
Total operating expenses		9,691			3,207
Interest income		-			4
Interest expense		(2,231	)		(2,225	)
Gain (loss) on extinguishment of debt		(644	)		591
Gain on troubled debt restructuring		-			4,483
Loss on equity method investment		(266	)		(58	)
Other income, net		103			8
Net loss from continuing operations	$	(12,729	)	$	(404	)

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 106)	F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations and Comprehensive Loss for the Years Ended December 31, 2025 and 2024	F-4
Consolidated Statements of Changes In Equity for the Years Ended December 31, 2025 and 2024	F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024	F-6
Notes to Consolidated Financial Statements	F-7

	2025			2024
Assets
Current assets:
Cash and cash equivalents	$	3,064		$	80
Restricted cash		131			791
Mortgage loans held for sale, net, at fair value		15,072			6,925
Interest rate lock commitment derivative		232			18
Accounts receivable, net – related party		20			-
Prepaid expenses and other current assets		459			213
Due from affiliate		400			-
Current assets of discontinued operations held for sale		-			2,013
Total current assets		19,378			10,040
Goodwill		33,310			33,310
Property and equipment, net		11,710			14,680
Intangible assets, net		4,829			4,927
Right-of-use assets		401			1,334
Equity method investment		-			147
Simple Agreements for Future Equity (“SAFEs”), related party		148			-
Other assets, net		441			608
Non-current assets of discontinued operations held for sale		-			1,469
Total Assets	$	70,217		$	66,515

Liabilities and Equity
Current liabilities:
Warehouse lines of credit and accrued interest	$	14,544		$	6,106
Accounts payable		645			1,667
Accrued liabilities		903			1,329
Current portion of secured credit facilities, net of debt discount		-			4,466
Current portion of note payable and accrued interest, related parties		-			891
Current portion of notes payable and accrued interest, net of debt discount		-			840
Current portion of notes payable and accrued interest		-			840
Current portion of lease liabilities		239			339
Current liabilities of discontinued operations held for sale		-			513
Total current liabilities		16,331			16,151
Lease liabilities, net of current portion		221			1,188
Other noncurrent liabilities		57			45
Non-current liabilities of discontinued operations held for sale		-			163
Total liabilities		16,609			17,547

Commitments and contingencies (Note 20)		-

Equity:
Common stock, $0.0001 par value; 100,000,000 shares authorized, 27,904,433 and 468,950 shares issued and outstanding as of December 31, 2025 and 2024, respectively		3			-
Common stock to be issued, 0 shares and 13,115 shares as of December 31, 2025 and 2024, respectively		-			80
Preferred stock, $0.0001 par value; 100,000,000 shares authorized
Preferred stock Series A; 8,425,102 shares designated; 6,425,102 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively		1			-
Preferred stock Series B; 2,500,000 shares designated; 2,500,000 shares issued and outstanding as of December 31, 2025 and 2024		-			-
Preferred stock Series D; 255,474 shares designated; 0 and 255,474 shares issued and outstanding as of December 31, 2025 and 2024, respectively		-			-
Preferred stock Series E; 200,000 shares designated; 0 and 200,000 shares issued and outstanding as of December 31, 2025 and 2024, respectively		-			-
Preferred stock Series F; 70,000,000 shares designated; 1,515,251 and 69,085,562 shares issued and outstanding as of December 31, 2025 and 2024, respectively		-			7
Preferred stock Series F-1; 1,000,000 shares designated; 11,292 and 517,775 shares issued and outstanding as of December 31, 2025 and 2024, respectively		-			-
Preferred stock Series G; 15,000,000 shares designated; 926,864 and 5,308,239 shares issued and outstanding as of December 31, 2025 and 2024, respectively		-			1
Preferred stock Series G to be issued, 0 shares and 245,098 shares as of December 31, 2025 and 2024, respectively		-			125
Preferred stock value		-			125
Additional paid-in capital		179,354			141,877
Accumulated other comprehensive loss		(48	)		(34	)
Accumulated deficit		(125,702	)		(94,189	)
Equity attributable to stockholders of Beeline Holdings, Inc.		53,608			47,867
Non-controlling interests (related to discontinued operations)		-			1,101
Total Equity		53,608			48,968
Total Liabilities and Equity	$	70,217		$	66,515


	Common Stock					Series A Preferred Stock					Series B Preferred Stock				Series C Preferred Stock					Series D Preferred Stock					Series E Preferred Stock					Series F Preferred Stock						Series F1 Preferred Stock					Series G Preferred Stock						Stock to be			Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Non-Controlling			Total
	Shares			Amount		Shares			Amount		Shares		Amount		Shares			Amount		Shares			Amount		Shares			Amount		Shares			Amount			Shares			Amount		Shares			Amount			Issued			Capital			Deficit			Loss			Interest			Equity
Balance, December 31, 2023		170,599		$	-		-		$	-		2,500,000	$	-		200,000		$	-		-		$	-		-		$	-		-		$	-			-		$	-		-		$	-		$	-		$	83,559		$	(82,706	)	$	-		$	-		$	853
Warrants issued in relation to debt issuance		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			329			-			-			-			329
Issuance of stock for services by third parties		176			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		573,925			-			125			555			-			-			-			680
Issuance of common stock for services by employees		63,573			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			273			-			-			-			273
Stock to be issued related to settlement		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			80			-			-			-			-			80
Debt conversion		(79,777	)		-		-			-		-		-		-			-		255,474			-		200,000			-		-			-			-			-		-			-			-			5,759			-			-			-			5,759
Merger issuance		-			-		-			-		-		-		-			-		-			-		-			-		69,482,229			7			517,775			-		-			-			-			48,214			-			-			-			48,221
Bridge loan		-			-		-			-		-		-		-			-		-			-		-			-		(396,667	)		-			-			-		250,000			-			-			160			-			-			-			160
Shares issued for cash, net of debt discount costs		112,822			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		4,484,314			1			-			2,878			-			-			-			2,879
Conversion of Series C preferred shares		183,784			-		-			-		-		-		(200,000	)		-		-			-		-			-		-			-			-			-		-			-			-			-			-			-			-			-
Preferred stock dividends		17,773			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			150			(150	)		-			-			-
Foreign currency translation adjustments		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			-			-			(34	)		-			(34	)
Non-controlling interests		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			-			-			-			2,844			2,844
Net loss		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			-			(11,333	)		-			(1,743	)		(13,076	)
Balance, December 31, 2024		468,950		$	-		-		$	-		2,500,000	$	-		-		$	-		255,474		$	-		200,000		$	-		69,085,562		$	7			517,775		$	-		5,308,239		$	1		$	205		$	141,877		$	(94,189	)	$	(34	)	$	1,101		$	48,968
Stock-based compensation expense		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			2,916			-			-			-			2,916
Warrants issued		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			26			-			-			-			26
Warrants exercised for common stock		25,000			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			25			-			-			-			25
Issuance of restricted stock awards		553,646			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			1,384			-			-			-			1,384
Issuance of stock for services by third parties		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		264,796			-			(125	)		125			-			-			-			-
Issuance of stock related to settlement		13,115			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			(80	)		80			-			-			-			-
Issuance of common stock for services by employees		10,000			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			130			-			-			-			130
Conversion of preferred shares		9,806,209			1		(2,000,000	)		-		-		-		-			-		(255,474	)		-		-			-		(59,214,160	)		(6	)		(437,532	)		-		(12,435,879	)		(1	)		-			6			-			-			-			-
Series E Preferred Stock redemption		-			-		-			-		-		-		-			-		-			-		(200,000	)		-		-			-			-			-		-			-			-			(570	)		(1,430	)		-			-			(2,000	)
Series A Preferred Stock issued in exchange for Series F/F-1 Preferred Stock		-			-		8,425,102			1		-		-		-			-		-			-		-			-		(8,356,151	)		(1	)		(68,951	)		-		-			-			-			-			-			-			-			-
Series G Preferred Stock issued for cash, net of offering costs		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		6,417,159			-			-			3,266			-			-			-			3,266
ELOC shares issued for cash, net of offering costs		5,694,515			1		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			6,974			-			-			-			6,975
ATM shares issued for cash, net of offering costs		5,907,698			1		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			7,932			-			-			-			7,933
Shares issued for cash, net of offering costs		4,620,000			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			6,581			-			-			-			6,581
Note payable, related party converted to preferred shares		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		1,372,549			-			-			700			-			-			-			700
Secured credit facilities converted to common shares		747,221			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			986			-			-			-			986
Preferred stock dividends		58,079			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			150			(150	)		-			-			-
Foreign currency translation adjustments		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			-			-			(14	)		-			(14	)
Deemed dividend-price protection, revaluation adjustment		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			6,766			(6,766	)		-			-			-
Non-controlling interest		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			-			-			-			(887	)		(887	)
Net loss		-			-		-			-		-		-		-			-		-			-		-			-		-			-			-			-		-			-			-			-			(23,167	)		-			(214	)		(23,381	)
Balance, December 31, 2025		27,904,433		$	3		6,425,102		$	1		2,500,000	$	-		-		$	-		-		$	-		-		$	-		1,515,251		$	-			11,292		$	-		926,864		$	-		$	-		$	179,354		$	(125,702	)	$	(48	)	$	-		$	53,608

	2025			2024
Cash Flows From Operating Activities:
Net loss	$	(23,381	)	$	(13,076	)
Net loss from discontinued operations		715			10,684
Adjustments to reconcile net loss to net cash used in operating activities
Gain on sale mortgage loans held for sale, net of direct costs		(5,384	)		(757	)
Recovery for credit losses		(28	)		-
Depreciation and amortization		3,316			758
(Gain) loss on extinguishment of debt		610			(591	)
Gain on troubled debt restructuring		-			(4,483	)
Amortization of debt discount		1,732			728
Stock compensation expense		2,916			-
Issuance of restricted stock awards		1,384			-
Change in equity method investment		266			58
Issuance of common stock for services by third parties		-			207
Issuance of common stock for services by employees		130			273
Warrants issued related to settlement		26			-
Noncash lease expense		(133	)		(4	)
Changes in operating assets and liabilities:
Proceeds from principal payments and sales of loans held for sale		170,191			47,219
Originations and purchases of mortgage loans held for sale		(172,954	)		(46,144	)
Interest rate lock commitment derivative		(215	)		106
Prepaid expenses and other current assets		(182	)		(143	)
Accounts receivable, net – related party		8			-
Due from affiliate		(400	)		-
Other assets, net		167			71
Accounts payable		(754	)		(233	)
Accrued liabilities		(326	)		26
Accrued interest, net		161			999
Other noncurrent liabilities		13			6
Net cash used in operating activities		(22,122	)		(4,296	)
Net cash provided by operating activities of discontinued operations		678			1,062
Net cash used in operating activities		(21,444	)		(3,234	)
Cash Flows From Investing Activities:
Cash acquired in acquisition		-			258
Note receivable disbursement		(75	)		-
SAFEs disbursement		(267	)		-
Purchases of property and equipment		(15	)		-
Purchase of internal-use software		(231	)		(71	)
Capital contributions in equity method investee		-			(130	)
Net cash provided by (used in) investing activities of continuing operations		(588	)		57
Net cash used in investing activities of discontinued operations		(515	)		(508	)
Net cash used in investing activities		(1,103	)		(451	)
Cash Flows From Financing Activities:
Net repayments/borrowings under warehouse lines of credit		8,443			(982	)
ELOC shares issued for cash, net of offering costs		6,975			-
ATM shares issued for cash, net of offering costs		7,933			-
Series G Preferred Stock issued for cash, net of offering costs		3,266			2,216
Series E Preferred Stock redeemed		(2,000	)		-
Proceeds from common stock issued, net of issuance costs		6,581			664
Proceeds from warrant exercise		25			-
Proceeds from secured credit facilities, net of debt discount		-			1,382
Proceeds from secured credit facilities, related party		-			875
Payments of principal on secured credit facilities		(5,439	)		-
Payments of principal on secured credit facilities, related party		-			(325	)
Proceeds from notes payable, related party		672			1,056
Payments of principal on notes payable, related party		(796	)		(271	)
Proceeds from notes payable		250			-
Payments of principal on notes payable		(1,025	)		(25	)
Net cash provided by financing activities		24,885			4,590
Net increase in cash		2,338			905
Effect of exchange rate changes on cash		(14	)		(34	)
Cash and restricted cash at the beginning of the year		871			-
Cash and restricted cash at the end of the year	$	3,195		$	871

Supplemental Disclosure of Cash Flow Information
Cash paid during the years for interest	$	215		$	27
Cash paid during the years for income taxes	$	-		$	-

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Note payable, related party converted to Preferred stock Series G	$	700		$	-
Conversion of preferred shares	$	7		$	-
Deemed dividend - Preferred stock Series G and warrant price protection	$	6,766		$	-
Secured credit facilities converted to common shares	$	986		$	-
Series A Preferred Stock issued in exchange for Series F/F-1 Preferred Stock	$	1		$	-
Dividends issued	$	150		$	150
Equity exchanged for secured debt	$	-		$	448
Shares issued for Merger, net of cash received	$	-		$	47,963
Shares issued to incentivize debt	$	-		$	614
Warrants issued in relation to debt issuance	$	-		$	368
Consulting services for future services	$	-		$	553

	●	A reduction in the stated interest rate,
	●	An extension of the maturity date,
	●	A reduction in the principal amount or accrued interest, or
	●	A combination of the above.

(Dollars in thousands)	October 7, 2024
Cash and cash equivalents	$	167
Restricted cash		91
Mortgage loans held for sale, net, at fair value		7,242
Interest rate lock commitment derivative		124
Prepaid expenses and other current assets		89
Goodwill		33,310
Intangible assets		4,950
Right-of-use assets		1,406
Property and equipment, net		15,345
Equity method investment		75
Other assets, net		127
Warehouse line of credit		(7,067	)
Accounts payable		(1,614	)
Accrued liabilities		(713	)
Current portion of notes payable and accrued interest, net of discount		(3,671	)
Lease liabilities, net of current portion		(1,603	)
Other noncurrent liabilities		(37	)
Assets acquired, goodwill, and liabilities assumed, net	$	48,221

(Dollars in thousands)	2024			2023
Pro forma net revenues	$	7,581		$	7,581
Pro forma net losses	$	(16,165	)	$	(18,435	)
Pro forma basic and diluted net loss per share	$	(69.08	)	$	(169.13	)

	●	Aegis, Bigger, District 2 and LDI transferred to Eastside a total of 31,234 shares of Eastside’s Series C Preferred Stock and 11,987 shares of Eastside’s common stock. The Investors also released Eastside from liability for $4.1 million of senior secured debt and $2.5 million of unsecured debt. In consideration of their surrender of stock and release of debt, Eastside caused Craft C+P to be merged into a limited liability company owned by the Investors.

	●	Eastside issued a total of 255,474 shares of Series D Preferred Stock to Bigger and District 2, and Bigger and District 2 released Eastside from liability for $2.6 million of unsecured debt.

	●	Eastside issued a total of 200,000 shares of Series E Preferred Stock to Bigger and District 2, and Bigger and District 2 released Eastside from liability for $2.0 million of unsecured debt.

	●	Eastside transferred a total of 108,899 common shares of Bridgetown Spirits to Bigger, District 2, Esping, WPE and Grammen, and those Investors released Eastside from unsecured debt in the aggregate amount of $0.9 million. The common shares of Bridgetown Spirits represented an initial investment of 10.9% valued at $0.6 million.

	●	Eastside issued a total of 19,000 shares of common stock to Esping, WPE and Grammen, and those Investors released Eastside from liability for $0.2 million of unsecured debt.