SUBSEQUENT EVENTS	6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	20. SUBSEQUENT EVENTS Notes Payable The Company repaid a lender $0.3 million in principal and interest. Subsequent to June 30, 2025, the Company repaid BDCRI $0.1 million in principal and interest. Beeline Holdings, Inc. Notes to Consolidated Financial Statements June 30, 2025 (Unaudited) Notes Payable, Related Parties Subsequent to June 30, 2025, the Company repaid $0.3 million to Mr. Liuzza. Secured Credit Facilities Subsequent to June 30, 2025, the Company repaid $0.9 million in principal and interest to the senior secured debentures. Stockholders’ Equity ELOC Agreement Subsequent to June 30, 2025, the Company sold and issued a total of 676,078 shares of common stock for an aggregate purchase price of $1.2 million to the Purchaser. Preferred Stock On July 23, 2025, the Company entered into an agreement with a holder of and effected the exchange of 8,356,151 shares of Series F Preferred Stock and 68,951 shares of Series F-1 Preferred Stock of the Company in exchange for the issuance to the holder of 8,425,102 shares of a newly designated Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”). On July 23, 2025, the Company filed a Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of the Company (the “Certificate of Designations”) with the Nevada Secretary of State designating and authorizing the issuance of up to 8,425,102 shares of Series A Preferred Stock. Each share of Series A Preferred Stock has a stated value of $0.50. Beginning on the initial issuance date of the Series A Preferred Stock and ending one year after the initial issuance date, the holder may convert up to $1.0 million in stated value of Series A Preferred Stock (the “Special Conversion Amount”) at a conversion price of $1.75, subject to adjustment and subject to beneficial ownership limitations. The conversion price is subject to customary adjustments including for reverse stock splits, forward stock splits, and similar corporate events, and is also subject to price protection adjustment in connection with subsequent sales or issuances of securities at a per-share price that is lower than the conversion price, subject to certain other exceptions and limitations. Beginning on the issuance date of the Series A Preferred Stock and for a period of one-year thereafter, the Company has the right to redeem the shares of Series A, Preferred Stock other than the Special Conversion Amount, at a redemption price of $2.00 per underlying share of common stock (based on the $1.75 per share conversion price, subject to adjustment). At the end of the one-year redemption period, all remaining shares of Series A Preferred Stock (in addition to the Special Conversion Amount) will become convertible at the option of the holder. The Series A Preferred Stock is entitled to vote with the Company’s common stock on an as-converted basis, subject to beneficial ownership limitations. During July 2025, the holder converted 2.0 million shares of Series A Preferred Stock into 571,428 shares of common stock. Bridgetown Spirits On July 25, 2025, the Company entered into a Debt Satisfaction Agreement (the “DSA”) with Bridgetown Spirits and three individuals (the “Buyers”) including Geoffrey Gwin, the President of Bridgetown Spirits, pursuant to which the Company transferred to the Buyers all 530,000 shares of its Bridgetown Spirits common stock held by the Company in exchange for the satisfaction of outstanding amounts payable by the Company to the Buyers totaling $0.4 million and released from Spirits and the Buyers relating thereto. The Company also released Spirits from certain obligations and liabilities in connection with the transaction. As a result of the foregoing, Bridgetown Spirits is no longer a subsidiary of the Company. In connection with the DSA, Bridgetown Spirits issued a Senior Secured Original Issue Discount Promissory Note and Security Agreement (the “Note”) in the principal amount of $0.1 million payable to the Company with an original issue discount of $25,000. The Note is receivable as follows: (i) $50,000 is receivable on April 24, 2026, and the remaining $50,000 is payable on July 25, 2026. The Note is secured by the assets of Bridgetown Spirits. Warrants On July 10, 2025, the Company issued a consultant 25,000 warrants as consideration for the waiver and release of certain contractual rights.

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2025

SUBSEQUENT EVENTS

20. SUBSEQUENT EVENTS

Notes Payable

The Company repaid a lender $0.3 million in principal and interest.

Subsequent to June 30, 2025, the Company repaid BDCRI $0.1 million in principal and interest.

Beeline Holdings, Inc.

Notes to Consolidated Financial Statements

June 30, 2025

(Unaudited)

Notes Payable, Related Parties

Subsequent to June 30, 2025, the Company repaid $0.3 million to Mr. Liuzza.

Secured Credit Facilities

Subsequent to June 30, 2025, the Company repaid $0.9 million in principal and interest to the senior secured debentures.

Stockholders’ Equity

ELOC Agreement

Subsequent to June 30, 2025, the Company sold and issued a total of 676,078 shares of common stock for an aggregate purchase price of $1.2 million to the Purchaser.

Preferred Stock

On July 23, 2025, the Company entered into an agreement with a holder of and effected the exchange of 8,356,151 shares of Series F Preferred Stock and 68,951 shares of Series F-1 Preferred Stock of the Company in exchange for the issuance to the holder of 8,425,102 shares of a newly designated Series A Convertible Redeemable Preferred Stock (the “Series A Preferred Stock”).

On July 23, 2025, the Company filed a Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of the Company (the “Certificate of Designations”) with the Nevada Secretary of State designating and authorizing the issuance of up to 8,425,102 shares of Series A Preferred Stock. Each share of Series A Preferred Stock has a stated value of $0.50. Beginning on the initial issuance date of the Series A Preferred Stock and ending one year after the initial issuance date, the holder may convert up to $1.0 million in stated value of Series A Preferred Stock (the “Special Conversion Amount”) at a conversion price of $1.75, subject to adjustment and subject to beneficial ownership limitations. The conversion price is subject to customary adjustments including for reverse stock splits, forward stock splits, and similar corporate events, and is also subject to price protection adjustment in connection with subsequent sales or issuances of securities at a per-share price that is lower than the conversion price, subject to certain other exceptions and limitations.

Beginning on the issuance date of the Series A Preferred Stock and for a period of one-year thereafter, the Company has the right to redeem the shares of Series A, Preferred Stock other than the Special Conversion Amount, at a redemption price of $2.00 per underlying share of common stock (based on the $1.75 per share conversion price, subject to adjustment). At the end of the one-year redemption period, all remaining shares of Series A Preferred Stock (in addition to the Special Conversion Amount) will become convertible at the option of the holder.

The Series A Preferred Stock is entitled to vote with the Company’s common stock on an as-converted basis, subject to beneficial ownership limitations.

During July 2025, the holder converted 2.0 million shares of Series A Preferred Stock into 571,428 shares of common stock.

Bridgetown Spirits

On July 25, 2025, the Company entered into a Debt Satisfaction Agreement (the “DSA”) with Bridgetown Spirits and three individuals (the “Buyers”) including Geoffrey Gwin, the President of Bridgetown Spirits, pursuant to which the Company transferred to the Buyers all 530,000 shares of its Bridgetown Spirits common stock held by the Company in exchange for the satisfaction of outstanding amounts payable by the Company to the Buyers totaling $0.4 million and released from Spirits and the Buyers relating thereto. The Company also released Spirits from certain obligations and liabilities in connection with the transaction. As a result of the foregoing, Bridgetown Spirits is no longer a subsidiary of the Company.

In connection with the DSA, Bridgetown Spirits issued a Senior Secured Original Issue Discount Promissory Note and Security Agreement (the “Note”) in the principal amount of $0.1 million payable to the Company with an original issue discount of $25,000. The Note is receivable as follows: (i) $50,000 is receivable on April 24, 2026, and the remaining $50,000 is payable on July 25, 2026. The Note is secured by the assets of Bridgetown Spirits.

Warrants

On July 10, 2025, the Company issued a consultant 25,000 warrants as consideration for the waiver and release of certain contractual rights.