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
Date of Report (Date of earliest event
reported):
(Exact name of registrant as specified in its charter)
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(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
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area code:
Securities registered pursuant to Section 12(b) of the Act:
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| (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 Sale of Equity Securities
To the extent required by item 3.02, the information contained in Items 5.02, 5.03 and 8.01 is hereby incorporated by reference into this Item 3.02.
Item 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
Compensation upon Departure of Geoffrey Gwin
On April 25, 2025, the Board of Directors approved a grant of 10,000 shares of the Company’s common stock to of Geoffrey Gwin, the Company’s former Chief Executive Officer and the current President of Bridgetown Spirits Corp., the Company’s subsidiary. The grant was made in connection with Mr. Gwin’s resignation from the role of Chief Executive Officer on March 7, 2025, and an Amendment to his Executive Employment Agreement which was entered into on October 7, 2024, as previously disclosed.
Appointment of Tiffany Milton as Principal Accounting Officer
On April 25, 2025, the Board of Directors appointed Tiffany Milton as the Company’s Chief Accounting Officer, effective immediately.
Ms. Milton, age 48, has served as the Company’s Controller since January 2021. Prior to joining the Company, Ms. Milton served as Director of Financial Reporting at Gemini Rosemont Commercial Real Estate from January of 2015 to December of 2020. She has over 20 years of experience in many industries, primarily in SEC reporting. She is a certified public accountant in the state of New Mexico.
There are no arrangements or understandings between Ms. Milton and any other person pursuant to which she was selected as an officer. Ms. Milton has no family relationships with any director or executive officer of the Company, and there are no transactions in which she has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes to Fiscal Year.
Certificate of Amendment of Series G Preferred Stock
On April 25, 2025, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Series G Convertible Preferred Stock (as amended, “Series G”) Certificate of Designations. The Certificate of Amendment provides that (i) the beneficial ownership limitation on conversion set forth in the Certificate of Designation will not apply to a holder who is otherwise subject to Section 16(a) of the Securities Exchange Act of 1934 by virtue of being an executive officer or director of Company, and (ii) the anti-dilution price protection adjustment rights with respect to subsequent offerings or issuances of securities will not apply to an equity line of credit or at-the-market offering facility or as otherwise determined by the holder(s) of a majority of the Series G.
A copy of the Second Certificate of Amendment of the Series G is filed as Exhibit 3.1.
The Company also entered into a letter agreement with Nicholas R. Liuzza, Jr., the Company’s Chief Executive Officer and a director, providing that the same amendments to the Series G as are described above shall also apply to Mr. Liuzza’s Warrants (the “Letter Agreement”).
A copy of the Letter Agreement is filed as Exhibit 10.1.
The foregoing description of the terms of the amendment to the Series G does not purport to be complete and is qualified in its entirety by reference to the forms of the amendment, a copy of which is filed as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01 Other Information
In February and March of 2025 Mr. Liuzza advanced the Company a total of $122,241 which the Company used for working capital and general corporate purposes. In exchange for these advances, on April 25, 2025, the Board of Directors approved the advances as loans, and the Company issued Mr. Liuzza a promissory note which bears interest at a rate of 8% per annum and is payable on demand. This transaction was approved by the Company’s Audit Committee.
On April 30, 2025, the Company sold 223,214 shares of common stock for total gross proceeds of $250,000 of shares of Common stock under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025 which was disclosed in the Company’s Current Report on Form 8-K filed on March 10, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Second Certificate of Amendment of Series G Preferred Stock | Furnished Herewith | ||||||||
| 10.1 | Letter Agreement for Amendment of Liuzza Warrants | Furnished Herewith | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
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: April 30, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 3.1
EXHIBIT A TO
the Second Certificate of Amendment to the
Certificate of Designations, Preferences and Rights of the
Series G Convertible Preferred Stock of
Beeline Holdings, Inc.
April 24, 2025
WHEREAS, pursuant to the authority expressly conferred upon the Board of Directors (the “Board”) of Beeline Holdings, Inc., a Nevada corporation (the “Company”) and by the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), the Board previously designated the Series G Convertible Preferred Stock and the number of shares constituting such series, and fixed the rights, powers, preferences, privileges, limitations and restrictions relating to such series in addition to any set forth in the Articles of Incorporation, and the Company filed the Certificate of Designations, Preferences and Rights of the Series G Convertible Preferred Stock on November 26, 2024 (as amended, the “Certificate of Designations”). Capitalized words and phrases used and not defined herein shall have the meanings set forth in in the Certificate of Designations; and
WHEREAS, the Board has determined to amend the Certificate of Designations as set forth herein.
NOW, THEREFORE, pursuant to the authority expressly conferred upon the Board of the Company and by the Company’s Articles of Incorporation, the Certificate of Designations is hereby amended as follows:
Section 3(e) of the Certificate of Designations is hereby amended by adding the following to the end of that Section:
Notwithstanding anything herein to the contrary, in the event a Holder is or becomes subject to Section 16(a) of the 1934 Act by virtue of being am executive officer or director of the Company, then, beginning 61 days after such Holder became subject to Section 16(a) of the 1934 Act and continuing for as long as such Holder remains subject to Section 16(a) of the 1934 Act by virtue of being an executive officer or director of the Company, the Maximum Percentage shall not apply to such Holder for all purposes of this Certificate of Designations and the Preferred Shares held by such Holder.
Section 5(e) of the Certificate of Designations is hereby amended by adding the following to the end of the definition of “Exempt Issuance” in that Section:
(vii) securities issued pursuant to an equity line of credit; (viii) securities issued in any financing transaction entailing the sale and issuance of shares of the Company’s common stock and/or warrants to purchase common stock or other derivative securities to or through an underwriter or sales agent which is a registered broker-dealer; and (ix) any other sales or issuances of securities that are approved by the Required Holders.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Designations as of the 24th day of April 2025.
| BEELINE HOLDINGS, INC. | ||
| By: | /s/Nicholas Liuzza | |
| Nicholas Liuzza, Chief Executive Officer | ||
Exhibit 10.1
Beeline Holdings, Inc.
188 Valley Street, Suite 225
Providence, RI 02909
April 25, 2025
Via Email
Attention: Nicholas R. Liuzza, Jr.
Dear Mr. Liuzza:
This letter relates to the Warrants to Purchase Common Stock (the “Warrants”) of Beeline Holdings, Inc. (the “Company”). By signing below, you hereby agree and consent to the following with respect to the Warrants:
You hereby agree to the addition of the following in Section 1(f) of the Warrants you hold containing the definition of “Maximum Percentage”: “Notwithstanding anything herein to the contrary, in the event a Holder is or becomes subject to Section 16(a) of the 1934 Act by virtue of being am executive officer or director of the Company, then, beginning 61 days after such Holder became subject to Section 16(a) of the 1934 Act and continuing for as long as such Holder remains subject to Section 16(a) of the 1934 Act by virtue of being an executive officer or director of the Company, the Maximum Percentage shall not apply to such Holder for all purposes of this Warrant.”
If you agree and consent to the above, please sign below.
| Very Truly Yours, | |
| /s/Christopher Moe | |
| Christopher Moe, Chief Financial Officer |
I, the undersigned, as a holder of Warrants of Beeline Holdings, Inc. hereby consent to the terms, agreements and amendments set forth in this letter.
| By: | /s/Nicholas R. Liuzza, Jr. | |
| Name: | Nicholas R. Liuzza, Jr. |
Cover |
Apr. 25, 2025 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Apr. 25, 2025 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-38182 |
| Entity Registrant Name | BEELINE HOLDINGS, INC. |
| Entity Central Index Key | 0001534708 |
| Entity Tax Identification Number | 20-3937596 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 188 Valley Street |
| Entity Address, Address Line Two | Suite 225 |
| Entity Address, City or Town | Providence |
| Entity Address, State or Province | RI |
| Entity Address, Postal Zip Code | 02909 |
| City Area Code | (458) |
| Local Phone Number | 800-9154 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value |
| Trading Symbol | BLNE |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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