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SUBSEQUENT EVENTS
9 Months Ended
Sep. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

21. SUBSEQUENT EVENTS

 

Warehouse Lines of Credit

 

In October 2026, one warehouse line of credit automatically renewed and one line was terminated. The Company has total warehouse lines of credit of $20.0 million with two lenders.

 

Stockholders’ Equity

 

Common Stock

 

Subsequent to September 30, 2026, the Company sold 222,991 shares for gross proceeds of $0.2 million in its registered at-the-market offering.

 

Warrants

 

On October 1, 2026, 5,868 outstanding Beeline warrants expired.

 

On October 30, 2026, Mr. Liuzza exercised 400,000 warrants related to Series G Preferred Stock and the Company issued 400,000 shares of common stock and received proceeds of $0.3 million.

 

Related Party Transactions

 

On October 30, 2026, Mr. Liuzza exercised 400,000 warrants, see above.

 

2026 Promissory Note

 

On October 1, 2026, the Company repaid the promissory note and accrued interest of $0.4 million to WVP.

 

TYTL Merger Agreement

 

As of November 11, 2026, the Company expects to shortly sign a Merger Agreement with TYTL. Execution is subject to resolving certain matters the Company believes are immaterial and resolvable. The execution is also subject to the Special Committee receiving a standard fairness opinion. The closing is subject to approval by a majority of the minority stockholders of the Company, which will generally exclude shares owned by the Company’s CEO, its Chief Financial Officer and one other director. Another key closing target is for TYTL to receive commitments and/or capital of at least $15 million to be able to fund purchases of equity with BeelineEQUITY. The Company’s CEO is a principal stockholder of TYTL and has agreed to execute a side letter where he will, upon closing, cancel and return to the Company one third of the shares he will receive and restrict another one third of his new shares he will receive subject to meeting the following market capitalizations. Approximately 16.67% of his shares will be restricted until the Company’s market capitalization is at least $100 million, and another approximately 16.66% of his shares will be restricted until the Company’s market capitalization is at least $200 million.