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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Item 8.01 Other Information
On March 27, 2025, Beeline Holdings, Inc. (the “Company”) filed a Prospectus Supplement under its Registration Statement on Form S-3 (File No. 333-284723) under which the Company is registering up to an additional $3,500,000 of shares of common stock which may be sold 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. Such amount is in addition to amounts registered under 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.
This Current Report on Form 8-K is being filed to include as Exhibit 5.1 the legal opinion with respect to such $3,500,000 of additional shares being registered under the new Prospectus Supplement on March 27, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 5.1 | Opinion of Law Offices of Harvey Kesner, P.C. regarding the validity of securities to be issued | Filed | ||||||||
| 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: March 27, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||