8-K - BLNE - Equibles

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): May 5, 2025

BEELINE

HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada	001-38182	20-3937596
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation)	(Commission<br><br> <br>File<br> Number)	(IRS<br> Employer<br><br> <br>Identification<br> No.)

188Valley 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<br> of Each Class)	(Trading<br> Symbol)	(Name<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> 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. ☐

Item3.02, Unregistered Sale of Equity Securities

To the extent required by item 3.02, the information contained in Item 8.01 is hereby incorporated by reference into this Item 3.02. To the extent that the sales were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 having been sold to one investor which had a pre-existing relationship with the Company.

Item8.01, Other Events

On May 5, 2025, May 7, 2025, and May 8, 2025, Beeline Holdings, Inc. (the “Company”) sold a total of 589,430 shares of common stock for total gross proceeds of $685,900 under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025, (collectively, the “Agreement”), which Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on March 10, 2025. The sales were made pursuant to the Company’s registration statement on Form S-3 (File No 333-284723) and a prospectus supplement filed thereunder dated March 26, 2025.

Item9.01 Financial Statements and Exhibits

(d) Exhibits.

		Incorporated by Reference			Filed or<br><br> <br>Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith
104	Cover<br> 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: May 9, 2025

BEELINE HOLDINGS, INC.
By:	/s/ Nicholas R. Liuzza, Jr.
	Nicholas<br> R. Liuzza, Jr.
	Chief<br> Executive Officer