0001641172-25-015241.txt : 20250616 0001641172-25-015241.hdr.sgml : 20250616 20250616160528 ACCESSION NUMBER: 0001641172-25-015241 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250613 FILED AS OF DATE: 20250616 DATE AS OF CHANGE: 20250616 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Liuzza Nicholas Reyland JR CENTRAL INDEX KEY: 0001264473 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38182 FILM NUMBER: 251050082 MAIL ADDRESS: STREET 1: 79 WAPPING ROAD CITY: PORTSMOUTH STATE: RI ZIP: 02871 FORMER NAME: FORMER CONFORMED NAME: LIUZZA NICK JR DATE OF NAME CHANGE: 20031001 FORMER NAME: FORMER CONFORMED NAME: LIYZZA NICK JR DATE OF NAME CHANGE: 20030924 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Beeline Holdings, Inc. CENTRAL INDEX KEY: 0001534708 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] ORGANIZATION NAME: 02 Finance EIN: 203937596 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 188 VALLEY STREET, STREET 2: SUITE 225 CITY: PROVIDENCE STATE: RI ZIP: 02909 BUSINESS PHONE: 971-888-4264 MAIL ADDRESS: STREET 1: 188 VALLEY STREET, STREET 2: SUITE 225 CITY: PROVIDENCE STATE: RI ZIP: 02909 FORMER COMPANY: FORMER CONFORMED NAME: Eastside Distilling, Inc. DATE OF NAME CHANGE: 20141202 FORMER COMPANY: FORMER CONFORMED NAME: Eurocan Holdings Ltd. DATE OF NAME CHANGE: 20111110 4 1 ownership.xml X0508 4 2025-06-13 0 0001534708 Beeline Holdings, Inc. BLNE 0001264473 Liuzza Nicholas Reyland JR 188 VALLEY STREET, SUITE 225 PROVIDENCE, RI 02909 1 1 1 0 Chief Executive Officer 0 Common Stock 2025-06-13 4 P 0 10 0.6595 A 1768058 D Common Stock 2025-06-13 4 P 0 2906 0.6599 A 1770964 D Common Stock 2025-06-13 4 P 0 217 0.6573 A 1771181 D Common Stock 2025-06-13 4 P 0 108467 0.66 A 1879648 D Common Stock 2025-06-13 4 P 0 400 0.6599 A 1880048 D Common Stock 2025-06-13 4 P 0 1500 0.6631 A 1881548 D Common Stock 223716 I Nicholas R. Liuzza Jr. Trust - 2020 Series G Convertible Preferred Stock 1.67 2025-06-13 4 A 0 296078 A Common Stock 90149 7937567 D Warrants to Purchase Common Stock 0.66 2025-06-13 4 A 0 145797 A Common Stock 145797 3908677 D The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust. Represents Series G Convertible Preferred Stock ("Series G") purchased by the reporting person pursuant to a Securities Purchase Agreement with the issuer. The Series G are convertible into common stock at a conversion price of $1.67 per share. The preferred stock is perpetual and therefore has no expiration date. The reporting person paid a purchase price of $151,000 for the Series G and accompanying warrants. The reporting person had previously purchased $3,897,159 of Series G and accompanying warrants in transactions prior to June 13, 2025 as previously reported on prior Form 4s, for a total investment in the Series G and accompanying warrants of $4,048,159. Common stock amounts give effect to price protection adjustment provisions, which may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Capital Market. Represents common stock purchase warrants having a five-year term, which were purchased pursuant to the Securities Purchase Agreement referred to in footnote (2). /s/ Nicholas Liuzza Jr. 2025-06-16