UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 24, 2025

BEELINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

188 Valley Street, Suite 225

Providence, RI 02909

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (458) 800-9154

Securities registered pursuant to Section 12(b) of the Act:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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).

Emerging growth company ☐

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

The disclosure set forth in Item 3.02 is incorporated into this Item 1.01 by reference.

Item 3.02. Recent Sales of Unregistered Securities

Series G and Warrants

On March 24, 2025, Mr. Nicholas Liuzza, Jr., the principal shareholder, Chief Executive Officer and a director of Beeline Holdings, Inc. (the “Company”) increased his ownership of the Company’s securities by purchasing $900,000 of units comprised of a total of 1,764,706 shares of Series G Convertible Preferred Stock (“Series G”) and five-year Warrants to purchase a total of 88,236 shares. The purchase was approved by the Company’s Audit Committee. The purchase prices were on the same terms as paid by other unaffiliated investors.

The offers and sales described above are part of the Company’s offering of a total of up to 13,878,040 shares of Series G (which are convertible into 1,387,804 shares of common stock, subject to adjustment) and warrants to purchase up to 693,902 shares of common stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of up to $7,077,800.

The Company intends to use the proceeds to repay indebtedness, for working capital and general corporate purposes.

In connection with the foregoing, the Company entered into a Securities Purchase Agreement and Registration Rights Agreement with the investors. The terms of the Securities Purchase Agreement, Series G, Warrants, and related Registration Rights Agreement were previously disclosed in the Current Report on Form 8-K filed on December 3, 2024.

The offers and sales of the units were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.

The foregoing description of the terms of the Series G, the Warrants, the Securities Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the Series G, the form of Warrant, the form of Securities Purchase Agreement, and the form of Registration Rights Agreement, copies of which are filed or incorporated by reference as Exhibits 3(a)(1), 3(a)(2), 4(a), 10(a) and 10(b), respectively, to the Form 8-K filed on December 3, 2024 and are incorporated herein by reference.

Equity Line of Credit Sales

In transactions from March 10 through March 26, 2025, the Company sold and issued a total of 1,090,622 shares of common stock for an aggregate purchase price of $2,052,105 to the purchaser under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025 (as amended and supplemented, collectively, the “ELOC Agreement”) as disclosed in the Company’s Current Report on Form 8-K filed on March 10, 2025.

The Company intends to use the proceeds to repay indebtedness, for working capital and general corporate purposes.

The offers and sales under the ELOC Agreement are exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder. Offers and sales by the purchaser of the common stock which we sold to such purchaser are registered under the Company’s registration statement on Form S-3 (File No. 333-284723) and Prospectus Supplements filed thereunder on March 10, 2025 and March 26, 2025 which register up to a total of $4,000,000 of such sales.

Item 8.01 Other Information

In addition to the $900,000 investment referred to under Item 3.02, in March 2025 Nicholas R. Liuzza, Jr. loaned the Company a total of $74,600 which the Company used for working capital and general corporate purposes. In exchange, the Company issued Mr. Liuzza a promissory note which bears interest at a rate of 8% per annum and is payable on demand. This transaction was approved by the Company’s Audit Committee.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.

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: March 26, 2025