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STOCKHOLDERS’ EQUITY
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

19. STOCKHOLDERS’ EQUITY

 

Reverse Stock Split

 

All shares and per share information in these consolidated financial statements were adjusted to give effect to the 1-for-20 reverse stock split of the Company’s common stock effected on May 12, 2023 and has also been retrospectively adjusted to give effect to the one-for-ten reverse stock split of the Company’s common stock effected on March 12, 2025.

 

Increase in Authorized Shares

 

On January 27, 2025, a Special Meeting of the Stockholders of the Company was held and stockholders approved an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.0001 per share, to 100,000,000 from 6,000,000.

 

2023 Debt Satisfaction Agreement

 

On September 29, 2023, Eastside entered into a Debt Satisfaction Agreement (the “DSA”) with the SPV, Aegis, Bigger, District 2, LDI and TQLA, LLC. The SPV was a special purpose vehicle whose equity is shared 50% by Bigger and District 2 and 50% by Aegis and LDI.

 

Pursuant to the DSA, on September 29, 2023, Eastside issued to the SPV 29,672 shares of Eastside’s common stock and 200,000 shares of its Series C Preferred Stock, and executed a Registration Rights Agreement providing that Eastside will register for public resale that common stock and the common stock issuable upon conversion of the Series C Preferred Stock. In exchange for that equity, Eastside’s debts to the members of the SPV were reduced by a total of $6.5 million and Eastside recognized a loss on the conversion of $1.3 million for the year ended December 31, 2023. Specifically, the debt was reduced as follows:

 

  the principal balance of the Secured Promissory Note issued by Eastside to Aegis on October 6, 2022 was reduced by $1.9 million;
  Eastside’s debt to LDI of $1.4 million arising from advances made by LDI to Eastside during the past 10 months was eliminated;
  the aggregate principal balance of the Secured Convertible Promissory Notes issued by Eastside to Bigger in April and May of 2021 was reduced by $1.6 million; and
  the aggregate principal balance of the Secured Convertible Promissory Notes issued by Eastside to District 2 in April and May of 2021 was reduced by $1.6 million.

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

 

Further pursuant to the DSA:

 

  the maturity date of the secured debt listed above as well as unsecured notes issued by Eastside and held by Bigger and District 2 in the aggregate amount of $7.4 million was deferred to March 31, 2025 and the interest rate on all such debt was increased to 8% per annum;
  Eastside, Aegis, Bigger and District 2 entered into an Intercreditor Agreement, pursuant to which the remaining secured debt obligations of Eastside to Aegis, Bigger and District 2 were made pari passu;
  the Common Stock Purchase Warrant issued by Eastside to TQLA LLC on March 21, 2022, which permits TQLA LLC to purchase up to 14,583 shares of Eastside’s common stock, was amended to prevent any exercise of the Warrant that would result in the portion of the cumulative voting power in Eastside that the holder and its affiliates may own after the conversion to 9.99%. The Beneficial Ownership Limitation may be increased to 19.99% by the holder upon 61 days advance notice to Eastside.

 

Issuance of Common Stock

 

During the year ended December 31, 2024, Eastside issued 176 shares of common stock to a director to settle $5,379 of accrued compensation. The shares were issued at a contractually agreed upon price of $30.50 per share. For accounting purposes, the shares were valued at $11.60 per share based upon the closing price on the date of grant for stock-based compensation of $2,046. During the year ended December 31, 2024, Eastside issued 5,574 shares of common stock to employees and a consultant for stock-based compensation of $0.1 million at $12.10 per share.

 

During November 2024, Eastside entered into Securities Purchase Agreements for the sale of securities consisting of 68,621 shares of common stock for gross proceeds of $0.4 million before deducting the expenses of the offering.

 

On October 15, 2024, Eastside issued 18,000 shares of common stock to its Chief Executive Officer at $5.00 per share in satisfaction of a bonus obligation and issued 40,000 shares of common stock.

 

Pursuant to the terms of the Debt Exchange Agreement on October 7, 2024, Eastside issued a total of 19,000 shares of common stock to Esping, WPE and Grammen, and Eastside was released from liability for $0.2 million of unsecured debt. In addition, Eastside converted 200,000 shares of its Series C Preferred Stock owned by the SPV to 183,784 shares of its common stock. The Investors of the SPV subsequently surrendered for cancellation to Eastside 98,777 shares of its common stock for Bridgetown Spirits and Craft C+P representing a net amount of (79,767) shares. See Note 5 – Debt Exchange Agreement.

 

On September 5, 2024, Eastside entered into a Securities Purchase Agreement with a single institutional investor for the sale of 9,282 shares of common stock for $10.00 per share, and the sale of pre-funded warrants for $9.99 per warrant. The warrants permitted the purchase of 34,920 shares of common stock for $0.001 per share. The warrants were exercised on September 6, 2024. Eastside used the net proceeds for working capital and general corporate purposes.

 

For the year ended December 31, 2024, Eastside issued dividends of 17,773 shares of common stock at $8.44 per share to its Series B Preferred stockholders. For the year ended December 31, 2023, Eastside issued dividends of 9,296 shares of common stock at a VWAP of $16.14 per share to its Series B Preferred stockholders.

 

As of December 31, 2024, the Company had stock to be issued of 13,115 shares of common stock related to a settlement and recorded $0.1 million of stock to be issued on the consolidated balance sheets as of December 31, 2024, see Note 20 – Commitments and Contingencies, Legal Matters.

 

During the year ended December 31, 2023, the Company issued 16,285 shares of common stock to directors and employees for stock-based compensation of $0.7 million. The shares were valued for accounting purposes using the closing share price of the Company’s common stock on the date of grant, within the range of $12.90 to $74.00 per share and issued within the range of $30.50 to $74.00 per share

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

 

During the year ended December 31, 2023, the Company sold 34,350 shares of common stock for net proceeds of $1.4 million in at-the-market public placements.

 

On September 29, 2023, pursuant to the DSA (see discussion above), the Company issued to the SPV 29,672 shares of common stock and 200,000 shares of its Series C Preferred Stock. In exchange for that equity, Eastside’s debts to the members of the SPV were reduced by a total of $6.5 million.

 

Preferred Stock

 

The Company has 100 million shares of preferred stock authorized.

 

Issuance of Series B Preferred Stock

 

On October 19, 2021, Company entered into a securities purchase agreement (“Purchase Agreement”) with an accredited investor for its purchase of 2.5 million shares (“Preferred Shares”) of Series B Convertible Preferred Stock (“Series B Preferred Stock”) at a purchase price of $1.00 per Preferred Share, which Preferred Shares are convertible into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation Establishing Series B Preferred Stock of Eastside with an initial conversion price of $620.00 per share. 4,250 shares of common stock were reserved for issuance in the event of conversion of the Preferred Shares. The holder of Series B has voting rights on an as-converted basis.

 

The Series B Preferred Stock accrues dividends at a rate of 6% per annum, payable annually on the last day of December of each year. Dividends shall accrue from day to day, whether or not declared, and shall be cumulative. Dividends are payable at Eastside’s option either in cash or “in kind” in shares of common stock; provided, however that dividends may only be paid in cash following the fiscal year in which Eastside has net income (as shown in its audited financial statements contained in its Annual Report on Form 10-K for such year) of at least $0.5 million. For “in-kind” dividends, holders will receive that number of shares of common stock equal to (i) the amount of the dividend payment due such stockholder divided by (ii) the volume weighted average price of the common stock for the 90 trading days immediately preceding a dividend date (“VWAP”). For the year ended December 31, 2024, Eastside issued dividends of 17,773 shares of common stock at $8.44 per share to its Series B Preferred stockholders. For the year ended December 31, 2023, Eastside issued dividends of 9,296 shares of common stock at a VWAP of $16.14 per share to its Series B Preferred stockholders. For both the years ended December 31, 2024 and 2023, Eastside accrued $0.2 million of preferred dividends.

 

Issuance of Series C Preferred Stock

 

Pursuant to the terms of the DSA on September 29, 2023, Eastside issued to the SPV 200,000 shares of its Series C Preferred Stock. Each share of Series C Preferred Stock has a stated value of $28.025 and is convertible into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation Establishing Series C Preferred Stock with an initial conversion price of $30.50 per share.

 

During 2024, the SPV converted 200,000 shares of its Series C Preferred Stock into 183,784 shares of common stock, see Note 5 – Debt Exchange Agreement. In January 2025, the Certificate of Designation was withdrawn for the Series C Preferred Stock.

 

Issuance of Series D Preferred Stock

 

Each share of Series D Preferred Stock has a stated value of $10.00 and is convertible into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation establishing Series D Preferred Stock with an initial conversion price of $18.00 per share. In the event that the Company declares a dividend payable in cash or stock to holders of any class of the Company’s stock (including the Series B Preferred Stock), the holder of a share of Series D Preferred Stock will be entitled to receive an equivalent dividend on an as-converted basis. In the event of a liquidation of the Company, the holders of Series D Preferred Stock will share in the distribution of the Company’s net assets on an as-converted basis equally with the Series C Preferred Stock and Series E Preferred Stock, subordinate only to the senior position of the Series B Preferred Stock. The number of shares of common stock into which a holder may convert Series D Preferred Stock is limited by a beneficial ownership limitation of 9.99%. The Series D Preferred Stock conversion price and the floor price will be subject to equitable adjustment in the event of stock splits, reverse splits and similar events. The Series D Preferred Stock is non-voting.

 

Pursuant to the terms of the Debt Exchange Agreement on October 7, 2024, Eastside issued a total of 255,474 shares of Series D Preferred Stock to Bigger and District 2, and they released the Company from liability for $2.6 million of unsecured debt. See Note 5 – Debt Exchange Agreement.

 

In conjunction with the Senior Secured Notes entered into on November 14, 2024, the Company entered in a side letters with Bigger and District 2 to each convert $0.3 million of Series D Preferred Stock beginning on April 7, 2025 at a conversion price equal to the lower of $5.00 per share or the five-day VWAP price ending on April 7, 2025, but not less than $2.50 per share.

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

 

Issuance of Series E Preferred Stock

 

Each share of Series E Preferred Stock has a stated value of $10.00 and is convertible into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation establishing Series E Preferred Stock with an initial conversion price of $20.00, subject to an automatic adjustment on October 31, 2025 equal to the average of the VWAPs for the five trading days immediately preceding the Measurement Date (390 days after the closing under the Debt Exchange Agreement), subject to a “Floor Price” of $2.50 per share. The Series E Preferred Stock conversion price and the floor price will be subject to equitable adjustment in the event of stock splits, reverse splits and similar events. The number of shares of common stock into which a holder may convert Series E Preferred Stock is limited by a beneficial ownership limitation, which restricts the number of shares of common stock that the holder and its affiliates may beneficially own after the conversion to 9.99%. The Series E Preferred Stock is non-voting.

 

Pursuant to the terms of the Debt Exchange Agreement on October 7, 2024, the Company issued a total of 200,000 shares of Series E Preferred Stock to Bigger and District 2, and they released Eastside from liability for $2.0 million of unsecured debt. See Note 5 – Debt Exchange Agreement.

 

Issuance of Series F and F-1 Preferred Stock

 

The Merger that closed on October 7, 2024, was structured as an all-stock transaction. The stockholders of Beeline Financial received 69,482,229 million preferred shares of Series F and 517,775 million preferred shares of Series F-1. Each share of Series F and F-1 Preferred Stock has a stated value of $0.50 and is convertible only upon shareholder approval into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation establishing Series F and F-1 Preferred Stock with an initial conversion price of $5.00 per share. The number of shares of Common Stock into which a holder may convert Series F and F-1 Preferred Stock will be limited by a beneficial ownership limitation, which restricts the number of shares of the Company’s common stock that the holder and its affiliates may beneficially own after the conversion to 4.99%. That beneficial ownership limitation does not, however, apply to holders who are subject to Section 16 of the Exchange Act by virtue of being an executive officer or director of the Company which presently only applies to the Company’s Chief Executive Officer.

 

The Series F and F-1 Preferred Stock was valued at $48.2 million, see Note 4 - Merger. The conversion of Series F and F-1 Preferred Stock was approved at a special meeting of stockholders on March 7, 2025, see Note 25 – Subsequent Events.

 

In conjunction with the Senior Secured Notes entered into on November 14, 2024, the Company entered in a side letters which permitted an affiliate who invested $0.4 million to exchange that amount of stated value of shares of Series F Preferred Stock for a $0.4 million 120-day promissory note and has substantially identical terms to the Senior Secured Notes, except it is subordinated with respect to its security interest. This affiliate exchanged 896,667 shares of Series F Preferred Stock. Additional side letters permitted two investors to each receive 250,000 shares of Series F Preferred Stock. The net amount of these side letters was (396,667) shares. See Note 16 – Secured Credit Facilities.

 

Issuance of Series G Preferred Stock

 

Each share of Series G Preferred Stock has a stated value of $0.51 and is convertible into shares of the Company’s common stock pursuant to the terms and conditions set forth in a Certificate of Designation establishing Series G Preferred Stock with an initial conversion price of $5.10 per share. Initial conversion price is subject to adjustment as provided therein including in the event of an issuance of common stock or common stock equivalents at a price per share that is less than the conversion price, subject to a floor price of 20% of the Nasdaq Minimum Price as of the initial closing date of the offering of such Series G Preferred Stock. The Series G Preferred Stock conversion price is subject to equitable adjustment in the event of a stock split, reverse split and similar events. The number of shares of Common Stock into which a holder may convert Series G Preferred Stock will be limited by a beneficial ownership limitation, which restricts the number of shares of the Company’s common stock that the holder and its affiliates may beneficially own after the conversion to 4.99%.The holder of Series G Preferred Stock has no conversion or voting rights prior to stockholder approval of such actions. In the event of a liquidation of the Company, the holders of Series G Preferred Stock will share in the distribution of the Company’s net assets on an as-converted basis, subordinate only to the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock. The conversion of Series G Preferred Stock was approved at a special meeting of stockholders on March 7, 2025, see Note 25 – Subsequent Events.

 

During 2024, the Company sold 4,484,314 shares of Series G Preferred Stock and 2,242,157 five-year Warrants to purchase a total of 448,431 shares of common stock for total gross proceeds of $2.3 million.

 

On December 31, 2024, the Company issued a consultant 250,000 shares of Series G Preferred Stock as consideration for the waiver and release of certain contractual rights under which the Company also paid $0.1 million.

 

On December 31, 2024 the Company entered into a Common Stock Purchase Agreement and related Registration Rights Agreement (collectively, the “ELOC Agreement”) and the Company issued the Purchaser 573,925 shares of Series G Preferred Stock as a commission fee and recorded $0.6 million of deferred offering costs included in other assets on the consolidated balance sheets as of December 31, 2024. See ELOC Agreement below.

 

As of December 31, 2024, the Company had stock to be issued of 245,098 shares of Series G Preferred Stock as payment for past legal services and recorded $0.1 million of stock to be issued on the consolidated balance sheets as of December 31, 2024.

 

Bridgetown Spirits Corp. and Non-Controlling Interests

 

Subsequent to the execution of the Debt Exchange Agreement, Bridgetown issued 1.0 million shares of common stock to Eastside, representing all of the issued and outstanding capital stock of Bridgetown. Pursuant to the terms of the Debt Exchange Agreement on October 7, 2024, Eastside transferred 108,899 shares, or 10.9%, of Bridgetown common stock to Bigger, District 2, Esping, WPE and Grammen, and Eastside was released from unsecured debt in the aggregate amount of $0.9 million. See Note 5 – Debt Exchange Agreement.

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

 

In accordance with the Debt Exchange Agreement, on November 7, 2024, the Company transferred 361,101 shares, or 36%, of Bridgetown common stock to Aegis, Bigger, District 2 and LDI. In consideration for those shares, those four lenders surrendered a total of 58,090 shares of the Company’s common stock. See Note 5 – Debt Exchange Agreement.

 

Stock-Based Compensation

 

On September 8, 2016, Eastside adopted the 2016 Equity Incentive Plan (the “2016 Plan”). Pursuant to the terms of the plan, on January 1, 2024 the number of shares available for grant under the 2016 Plan reset to 43,799 shares, equal to 8% of the number of outstanding shares of Eastside’s capital stock, calculated on an as-converted basis, on March 31 of the preceding calendar year, and then added to the prior year plan amount. As of December 31, 2024, there were 104 options and 34,935 restricted stock units (“RSUs”) fully vested and outstanding under the 2016 Plan. On February 6, 2025, the 2016 Plan was terminated and replaced with the 2025 Equity Incentive Plan.

 

A summary of all stock option activity as of and for the years ended December 31, 2024 and 2023 is presented below:

   # of Options   Weighted-
Average
Exercise Price
 
Outstanding as of December 31, 2022 

259

   $

632.00

 
Options canceled   

(47

)   

879.80

 
Outstanding as of December 31, 2023   212   $579.50 
Options canceled   (108)  1,215.91 
Outstanding and Exercisable as of December 31, 2024   104   $304.34 

 

The aggregate intrinsic value of options outstanding as of December 31, 2024 was $0. As of December 31, 2024, all options had vested.

 

The Company uses the Black-Scholes valuation model to measure the grant-date fair value of stock options. The grant-date fair value of stock options issued to employees is recognized on a straight-line basis over the requisite service period. Stock-based awards issued to nonemployees are recorded at fair value on the measurement date and are subject to periodic market adjustments as the underlying stock-based awards vest.

 

To determine the fair value of stock options using the Black-Scholes valuation model, the calculation takes into consideration the effect of the following:

 

  Exercise price of the option
  Fair value of the common stock on the date of grant
  Expected term of the option
  Expected volatility over the expected term of the option
  Risk-free interest rate for the expected term of the option

 

The calculation includes several assumptions that require management’s judgment. The expected term of the options is calculated using the simplified method described in GAAP. The simplified method defines the expected term as the average of the contractual term and the vesting period. Estimated volatility is derived from volatility calculated using historical closing prices of common shares of similar entities whose share prices are publicly available for the expected term of the options. The risk-free interest rate is based on the U.S. Treasury constant maturities in effect at the time of grant for the expected term of the options.

 

The Company did not issue any additional options during the years ended December 31, 2024 and 2023.

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

 

Warrants

 

During the fourth quarter of 2024, the Company sold shares of Series G Preferred Stock and in conjunction issued warrants to purchase a total of 224,216 shares of common stock. The warrants have a term of five years from issuance and are exercisable at an exercise price of $6.50 per share.

 

On November 22 and November 25, 2024, Eastside entered into Securities Purchase Agreements for the sale of 68,627 shares of common stock and warrants to purchase a total of 34,332 shares of common stock. Each warrant is exercisable to purchase common stock at a price per share of $6.50. The holder’s ability to exercise a warrant will terminate on the later of the third anniversary of the issue date for the warrant or the first anniversary of the stockholder approval of an increase in the authorized shares of common stock.

 

On November 14, 2024, the Company sold $1.9 million in aggregate principal amount of the Notes and the Warrants to purchase a total of 36,360 shares of common stock for net proceeds of $1.6 million in the Offering. The Warrants have a term of five years from issuance and are exercisable at an exercise price of $5.00 per share (of which all but $0.001 per share was pre-funded by each Investor). The Warrants will be exercisable beginning upon shareholder approval of the issuance of the common stock upon exercise of the Warrants and an increase in the authorized Common Stock of the Company. If at any time after exercising the Warrants, there is no effective registration statement registering, or the prospectus contained therein is not available for use, then the Warrants may also be exercised, in whole or in part, by means of a “cashless exercise.” The Company recorded a debt discount related to the warrants of $24,372 as of December 31, 2024, see Note 16 – Secured Credit Facilities.

 

On May 16, 2024, Eastside entered into a Loan Agreement with the SPV, Aegis, Bigger, District 2, and LDI. With each 2024 Secured Note, Eastside issued a Warrant to purchase a share of the Company’s common stock for $50.00 exercisable for five years after December 2, 2024 if on November 29, 2024 the 2024 Secured Note issued to the Warrant-holder remains unsatisfied. LDI received a Warrant to purchase 59,802 shares and each of Bigger and District 2 received a Warrant to purchase 29,901 shares. Eastside recorded a debt discount of $0.3 million as of December 31, 2024. These warrants were cancelled as part of the Debt Exchange Agreement, see Note 5 - Debt Exchange Agreement.

 

The estimated fair value of the new warrants issued in 2024 was based on a combination of closing market trading price on the date of issuance for the public offering warrants, and the Black-Scholes option-pricing model, using the weighted average assumptions below:

Volatility   100%
Risk-free interest rate   4.29%
Expected term (in years)   4.83 
Expected dividend yield   - 
Fair value of common stock  $4.76 

 

On March 21, 2022, Eastside entered into a promissory note with TQLA LLC to accept a one year loan of $3.5 million. In addition, Eastside issued a common stock purchase warrant to TQLA covering the loan amount to purchase up to 14,583 shares of common stock at an exercise price of $240.00 per share. The note payable was fully repaid in October 2022. The common stock purchase warrant expires in March 2027. The warrants were amended pursuant to the Debt Satisfaction Agreement (see discussion above) to prevent any exercise that would result in the warrant-holder and affiliates acquiring cumulative voting power in excess of 9.99%. This Beneficial Ownership Limitation may be increased to 19.99% upon 61 days advance notice to Eastside.

 

From April 19, 2021 through May 12, 2021, Eastside issued in a private placement Existing Warrants to purchase up to 4,500 shares of common stock at an exercise price of $520.00 per Warrant Share. On July 30, 2021, Eastside entered into Inducement Letters with the holders of the Existing Warrants whereby such holders agreed to exercise for cash their Existing Warrants to purchase the 4,500 Warrant Shares in exchange for Eastside’s agreement to issue new warrants (the “New Warrants”) to purchase up to 4,500 shares of common stock (the “New Warrant Shares”). The New Warrants have substantially the same terms as the Existing Warrants, except that the New Warrants have an exercise price of $600.00 per share and are exercisable until August 19, 2026. On September 29, 2023, pursuant to the Debt Satisfaction Agreement (see above), the exercise price of the Existing Warrants was reduced to $330.80 per share and the term during which the Existing Warrants may be exercised was extended to June 23, 2028.

 

 

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

December 31, 2024 and 2023

 

On January 15, 2020, Eastside and its subsidiaries entered into a loan agreement (the “Loan Agreement”) between Eastside and Live Oak Banking Company (“Live Oak”), a North Carolina banking corporation (the “Lender”) to refinance existing debt of Eastside and to provide funding for general working capital purposes In connection with the Loan Agreement, Eastside issued to the Lender a warrant to purchase up to 500 shares of the Company’s common stock at an exercise price of $788.00 per share (the “Warrant”). The Warrant expired on January 15, 2025. In connection with the issuance of the Warrant, Eastside granted the Lender piggy-back registration rights with respect to the shares of common stock issuable upon exercise of the Warrant, subject to certain exceptions.

 

A summary of all warrant activity as of and for the year ended December 31, 2024 is presented below:

   Warrants   Weighted-Average Remaining Life (Years)   Weighted-Average Exercise Price   Aggregate Intrinsic Value (in millions) 
Outstanding as of December 31, 2022   

20,167

    

3.8

   $

348.70

   $

-

 
Outstanding as of December 31, 2023   20,167    3.8   348.70   - 
Granted   414,494    4.6    18.90    1.0 
Forfeited and cancelled   (119,605)   4.3    50.00    - 
Outstanding as of December 31, 2024   315,056    4.6   $28.20   $1.0 

 

ELOC Agreement

 

On December 31, 2024, the Company entered into entered into a Common Stock Purchase Agreement and related Registration Rights Agreement (collectively, the “ELOC Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase, up to $35 million of the Company’s common stock, subject to a sale limit of 19.99% of the outstanding shares of the Company’s common stock. See Note 25 – Subsequent Events for an amendment.

 

Beeline Warrants

 

In the Merger Agreement, the Company agreed to assume 58,680 outstanding Beeline warrants with an exercise price of $23.12 per share. The new warrants have not been issued as of April 15, 2025.