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
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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).
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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 1.01 Entry into a Material Definitive Agreement.
On October 22, 2025, Beeline Holdings, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with two investors pursuant to which the investors agreed to the redemption of their shares of Series E Preferred Stock (the “Series E”) in exchange for a cash payment. The Agreement provides that the payment shall be made upon the effectiveness of a registration statement on Form S-1 (the “S-1”) filed by the Company in connection with its equity line of credit facility, provided that the payment be made no later than November 13, 2025 (the “Payment Deadline”). If the staff of the Securities and Exchange Commission provides comments, continues to review the S-1 or requests the effectiveness of the S-1 be delayed, on November 13, 2025 each investor shall have the right to elect to (i) revert back to the Series E and convert the Series E in accordance with its terms, or (ii) receive their respective payment with the Payment Deadline extended to December 1, 2025. Additionally, in such event on November 13, 2025, the Company shall pay the investors a premium totaling $100,000.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Letter Agreement dated October 22, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 28, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||