SUBSEQUENT EVENTS	12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	25. SUBSEQUENT EVENTS Special Meetings of the Stockholders 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. On March 7, 2025, a special meeting of the shareholders of the Company was held and stockholders approved the following proposals, among others: 1. Merger Share Issuance - conversion, exercise and voting rights and issuances of shares of common stock underlying convertible securities in connection with the Merger and the issuance of 1,686,360 shares of common stock issuable upon conversion of Series G Preferred Stock and exercise of warrants issued or issuable primarily in financing transactions after the Merger. 2. Equity Line of Credit - the ELOC transaction pursuant to issue and sell up to $20 million of common stock to the purchaser or up to 3,921,569 shares of common stock which assumes the sale of common stock at $5.10 per share. 3. Name Change Proposal - an amendment to the Company’s Articles of Incorporation to change the name of the Company to Beeline Holdings, Inc. Notes Payable The Company is in current discussions with a lender to repay the note payable that was due December 31, 2024 for an additional six months. The Company is in current discussions with a lender to repay the note payable that was due June 21, 2024. Subsequent to the year ended December 31, 2024, the Company paid $25,000 of principal on the note payable. The principal balance as of March 31, 2025 was $0.3 million. Notes Payable – Related Parties On February 17, 2025, the Company’s Chief Executive Officer increased his ownership of the Company’s securities by converting his $0.7 million bridge loan into $0.7 million of units comprised of 1,372,549 shares of Series G Preferred Stock and five-year5 Warrants to purchase a total of 68,628 shares. The Company issued a note to a private company in which Mr. Freedman has an ownership interest. This note was for $0.1 million and was repaid in January 2025. In addition, Mr. Freedman purchased 238,418 shares of Series G Preferred Stock and five-year5 Warrants to purchase a total of 11,921 shares of common stock for $0.1 million in January 2025. Secured Credit Facilities In March 2025, the Company and certain of the holders agreed to an extension of the maturity date to April 14, 2025 in exchange for an increase to the principal of the notes by 10%, and two lenders were each paid their principal balance plus 2.5% interest of $0.3 million. On April 14, 2025, the Company and the remaining Note holders entered into an agreement for a second extension of the maturity dates of the Notes held by such holders to May 14, 2025. The terms of the recent extension are as follows: (i) if the Notes are paid off on or before April 29, 2025, then there will be no additional principal payment required; and (ii) if the principal of the applicable Notes are not paid off on or before April 29, 2025 but are paid on or before May 13, 2025, then an additional payment in an amount equal to 5% of the outstanding principal of the applicable Notes will be due. Stockholders’ Equity In February 2025, the Company issued Sandstrom Partners 13,115 shares of common stock related to the settlement agreed upon in October 2024. Common Stock On March 12, 2025, the Company implemented a one-for-10 reverse stock split of its common stock and issued eight shares of common stock as a result of rounding. ELOC Agreement On March 7, 2025, the Company entered into an Amended ELOC Agreement. The amendment restated the original ELOC Agreement originally entered into on December 31, 2024 to, among other things, (i) reduce the maximum amount under the ELOC Agreement from $35 million to $10 million, and (ii) extend the filing deadline for the registration statement required under the ELOC Agreement to 30 days following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. During March 2025, the Company sold and issued a total of 1,090,622 shares of common stock for an aggregate purchase price of $2.1 million to the purchaser. Series D Preferred Stock During 2025, 255,474 shares of Series D Preferred Stock were converted into 371,559 shares of common stock. Series F and F-1 Preferred Stock During 2025, 57,020,394 and 421,186 shares of Series F and F-1 Preferred Stock, respectively, were converted into 5,744,158 shares of common stock. Series G Preferred Stock On January 21, 2025, the Company amended its Articles of Incorporation to increase the number of authorized shares of the Company’s Series G Preferred Stock to 11,000,000. On February 25, 2025, the Company further amended its Articles of Incorporation to increase the number of authorized shares of the Company’s Series G Preferred Stock to 15,000,000. During 2025, the Company sold 6,417,159 shares of Series G Preferred Stock and five-year 5 Warrants to purchase a total of 320,862 shares of common stock for total gross proceeds of $3.3 million. Of this, 4,308,155 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 215,409 shares of common stock for total gross proceeds of $2.2 million were purchased by Mr. Liuzza. During 2025, 4,080,664 shares of Series G Preferred Stock were converted into 408,066 shares of common stock. In addition, Mr. Liuzza converted his $0.7 million bridge loan into $0.7 million of units comprised of 1,372,549 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 68,628 shares In January 2025, Mr. Freedman purchased 238,418 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 11,921 shares of common stock for total gross proceeds of $0.1 million. In January 2025, the Company issued a consultant 245,098 shares of Series G Preferred Stock as payment for past legal services included in stock to be issued on the consolidated balance sheets as of December 31, 2024, and 19,698 shares of Series G Preferred Stock as payment in 2025. 2025 Equity Incentive Plan On February 10, 2025, the Company’s Board of Directors adopted the 2025 Equity Incentive Plan (the “2025 Plan”) and authorized the 2025 Plan to be submitted to stockholders of the Company for approval. The Company has not issued any awards under the 2025 Plan. Following approval from the stockholders of the conversion of the Company’s Series F and F-1 Preferred Stock into common stock on March 7, 2025, there are 1.2 million shares available for award under the 2025 Plan. The 2025 Plan provides for the issuance of incentive stock options, non-statutory stock options, share appreciation rights, restricted shares, restricted share units, and other share-based awards.

SUBSEQUENT EVENTS

12 Months Ended

Dec. 31, 2024

25. SUBSEQUENT EVENTS

Special Meetings of the Stockholders

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.

On March 7, 2025, a special meeting of the shareholders of the Company was held and stockholders approved the following proposals, among others:

1. Merger Share Issuance - conversion, exercise and voting rights and issuances of shares of common stock underlying convertible securities in connection with the Merger and the issuance of 1,686,360 shares of common stock issuable upon conversion of Series G Preferred Stock and exercise of warrants issued or issuable primarily in financing transactions after the Merger.

2. Equity Line of Credit - the ELOC transaction pursuant to issue and sell up to $20 million of common stock to the purchaser or up to 3,921,569 shares of common stock which assumes the sale of common stock at $5.10 per share.

3. Name Change Proposal - an amendment to the Company’s Articles of Incorporation to change the name of the Company to Beeline Holdings, Inc.

Notes Payable

The Company is in current discussions with a lender to repay the note payable that was due December 31, 2024 for an additional six months.

The Company is in current discussions with a lender to repay the note payable that was due June 21, 2024. Subsequent to the year ended December 31, 2024, the Company paid $25,000 of principal on the note payable. The principal balance as of March 31, 2025 was $0.3 million.

Notes Payable – Related Parties

On February 17, 2025, the Company’s Chief Executive Officer increased his ownership of the Company’s securities by converting his $0.7 million bridge loan into $0.7 million of units comprised of 1,372,549 shares of Series G Preferred Stock and five-year5 Warrants to purchase a total of 68,628 shares.

The Company issued a note to a private company in which Mr. Freedman has an ownership interest. This note was for $0.1 million and was repaid in January 2025. In addition, Mr. Freedman purchased 238,418 shares of Series G Preferred Stock and five-year5 Warrants to purchase a total of 11,921 shares of common stock for $0.1 million in January 2025.

Secured Credit Facilities

In March 2025, the Company and certain of the holders agreed to an extension of the maturity date to April 14, 2025 in exchange for an increase to the principal of the notes by 10%, and two lenders were each paid their principal balance plus 2.5% interest of $0.3 million.

On April 14, 2025, the Company and the remaining Note holders entered into an agreement for a second extension of the maturity dates of the Notes held by such holders to May 14, 2025. The terms of the recent extension are as follows: (i) if the Notes are paid off on or before April 29, 2025, then there will be no additional principal payment required; and (ii) if the principal of the applicable Notes are not paid off on or before April 29, 2025 but are paid on or before May 13, 2025, then an additional payment in an amount equal to 5% of the outstanding principal of the applicable Notes will be due.

Stockholders’ Equity

In February 2025, the Company issued Sandstrom Partners 13,115 shares of common stock related to the settlement agreed upon in October 2024.

Common Stock

On March 12, 2025, the Company implemented a one-for-10 reverse stock split of its common stock and issued eight shares of common stock as a result of rounding.

ELOC Agreement

On March 7, 2025, the Company entered into an Amended ELOC Agreement. The amendment restated the original ELOC Agreement originally entered into on December 31, 2024 to, among other things, (i) reduce the maximum amount under the ELOC Agreement from $35 million to $10 million, and (ii) extend the filing deadline for the registration statement required under the ELOC Agreement to 30 days following the filing of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. During March 2025, the Company sold and issued a total of 1,090,622 shares of common stock for an aggregate purchase price of $2.1 million to the purchaser.

Series D Preferred Stock

During 2025, 255,474 shares of Series D Preferred Stock were converted into 371,559 shares of common stock.

Series F and F-1 Preferred Stock

During 2025, 57,020,394 and 421,186 shares of Series F and F-1 Preferred Stock, respectively, were converted into 5,744,158 shares of common stock.

Series G Preferred Stock

On January 21, 2025, the Company amended its Articles of Incorporation to increase the number of authorized shares of the Company’s Series G Preferred Stock to 11,000,000. On February 25, 2025, the Company further amended its Articles of Incorporation to increase the number of authorized shares of the Company’s Series G Preferred Stock to 15,000,000.

During 2025, the Company sold 6,417,159 shares of Series G Preferred Stock and five-year 5 Warrants to purchase a total of 320,862 shares of common stock for total gross proceeds of $3.3 million. Of this, 4,308,155 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 215,409 shares of common stock for total gross proceeds of $2.2 million were purchased by Mr. Liuzza. During 2025, 4,080,664 shares of Series G Preferred Stock were converted into 408,066 shares of common stock.

In addition, Mr. Liuzza converted his $0.7 million bridge loan into $0.7 million of units comprised of 1,372,549 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 68,628 shares

In January 2025, Mr. Freedman purchased 238,418 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 11,921 shares of common stock for total gross proceeds of $0.1 million.

In January 2025, the Company issued a consultant 245,098 shares of Series G Preferred Stock as payment for past legal services included in stock to be issued on the consolidated balance sheets as of December 31, 2024, and 19,698 shares of Series G Preferred Stock as payment in 2025.

2025 Equity Incentive Plan

On February 10, 2025, the Company’s Board of Directors adopted the 2025 Equity Incentive Plan (the “2025 Plan”) and authorized the 2025 Plan to be submitted to stockholders of the Company for approval. The Company has not issued any awards under the 2025 Plan. Following approval from the stockholders of the conversion of the Company’s Series F and F-1 Preferred Stock into common stock on March 7, 2025, there are 1.2 million shares available for award under the 2025 Plan. The 2025 Plan provides for the issuance of incentive stock options, non-statutory stock options, share appreciation rights, restricted shares, restricted share units, and other share-based awards.