UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry Into a Material Definitive Agreement
On June 26, 2025, Beeline Holdings, Inc. (the “Company”) amended $986,333 of its remaining outstanding senior secured notes due August 14, 2025 (the “Notes”) by making them convertible into shares of the Company’s common stock at a conversion price of $1.32 per share, subject to a beneficial ownership limitation of 4.99%.
From June 26, 2025 through June 30, 2025 the holders of the Notes converted $986,333 of their Notes into 747,222 shares of common stock. On June 30, 2025, the Company repaid the remaining $348,333 of outstanding principal of Notes (after giving effect to the conversions described above).
Item 1.02 Termination of a Material Definitive Agreement
The information contained in Item 1.01 is incorporated herein by reference. As a result of the transactions described above, the Notes are no longer outstanding and the Company’s obligations thereunder have been satisfied.
Item 3.02, Unregistered Sale of Equity Securities
To the extent required by Item 3.02 of Form 8-K, the information contained in Items 1.01 and 8.01 is hereby incorporated by reference into this Item 3.02. To the extent that the sales were deemed to be unregistered, the conversions and issuances of common stock described in Item 1.01 were exempt from registration under Section 3(a)(9) of the Securities Act of 1933, and the transactions described under Item 8.01 were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 having been sold one accredited investor which had a pre-existing relationship with the Company and acquired the shares for investment.
Item 8.01, Other Events
From June 25, 2025 through June 30, 2025, the Company sold a total of 2,264,116 shares of common stock for total gross proceeds of $2,587,533 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 prospectus supplements filed thereunder dated March 26, 2025 and March 27, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 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 1, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||