Amendment: SEC Form SCHEDULE 13D/A filed by Beeline Holdings Inc.
$BLNE
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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BEELINE HOLDINGS, INC. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
277802500 (CUSIP Number) |
MICHAEL HARRIS, ESQ. 3001 PGA BLVD, STE 305 PALM BEACH GARDENS, FL, 33410 561-686-3307 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 277802500 |
| 1 |
Name of reporting person
Nicholas Reyland Liuzza Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,437,989.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
54.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
11. Represents outstanding shares of the Issuer's common stock over which the Reporting Person has dispositive and voting control. Gives effect to Series G Convertible Preferred Stock ("Series G") and Warrants convertible and exercisable within 60 days. See Item 5. 13. Based on 9,061,418 shares of common stock outstanding as of May 19, 2025, and gives effect to shares of common stock underlying Series G and Warrants held by the Reporting Person which are or may become convertible and exercisable within 60 days. The shares of common stock underlying the Series G and Warrants were increased due to price protection adjustment provisions set forth in such securities, and may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Stock Market LLC.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value |
| (b) | Name of Issuer:
BEELINE HOLDINGS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
188 VALLEY STREET,, SUITE 225, PROVIDENCE,
RHODE ISLAND
, 02909. |
| Item 2. | Identity and Background |
| (a) | Nicholas Reyland Liuzza Jr. |
| (b) | 188 Valley Street, Suite 225, Providence, RI 02909 |
| (c) | Mr. Liuzza is the Chief Executive Officer and a director of Beeline Holdings, Inc. [Nasdaq: BLNE]. |
| (d) | During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (e) | During the past five years the Reporting Persons has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was the Reporting Person a party to a civil proceeding or a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoying future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
This amendment amends the Schedule 13D filed with the Securities and Exchange Commission on March 20, 2025, as amended on March 26, 2025. The Reporting Person received shares of Series F-1 Convertible Preferred Stock ("Series F-1") and Series F Convertible Preferred Stock ("Series F") in connection with the Issuer's merger with Beeline Financial Holdings, Inc. ("Beeline") which closed on October 7, 2024, as disclosed in a Current Report on Form 8-K filed by the Issuer on that date. Subsequently, across multiple transactions which were previously disclosed in the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed on December 19, 2024, December 31, 2024, February 18, 2025, February 21, 2025, March 3, 2025, March 24, 2025 and June 16, 2025, the Reporting Person invested with personal funds a total of $4,048,159 and acquired shares of Series G convertible into 2,424,048 shares of common stock and Warrants to purchase 3,908,677 shares of common stock. Additionally, across numerous transactions which were previously disclosed in the Statements of Changes in Beneficial Ownership of Securities on Form 4 filed on December 11, 2024, March 20, 2025, March 24, 2025, April 17, 2025, April 24, 2025, April 25, 2025, April 28, 2025, May 2, 2025, May 2, 2025, May 6, 2026, May 9, 2025, May 19, 2025, May 23, 2025, and June 16, 2025, the Reporting Person invested with personal funds a total of $329,265.36 and acquired 232,092 shares of common stock on the open market. On March 7, 2025, the Issuer's shareholders approved the conversion of the Series F-1, Series F and Series G and the exercise of the Warrants prior to subsequent adjustments to and issuances of certain of these securities. The shares of common stock underlying the Series G and Warrants were increased due to price protection adjustment provisions set forth in such securities, and may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of Warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Stock Market LLC. | |
| Item 4. | Purpose of Transaction |
The Reporting Person is the Chief Executive Officer and a director of the Issuer. He acquired all of his securities with the purpose of exercising control. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns 8,437,989 shares of the Issuer's common stock. This includes 8,214,273 shares beneficially owned directly and 223,716 shares owned by a family trust over which the Reporting Person exercises dispositive and voting control. The above number of shares amounts to approximately 54.8% of the 9,061,418 outstanding shares of common stock as of May 19, 2025. The percentage beneficially owned is calculated by including all shares beneficially owned as the numerator and dividing that amount by the denominator which is shares of common stock issued and outstanding plus the shares of common stock beneficially owned underlying derivative securities held by the Reporting Person (in this case, Mr. Liuzza's Series G and Warrants), even though such underlying shares are not issued and outstanding. |
| (b) | The Reporting Person has the sole power to vote or to direct the vote, sole power to dispose or to direct the disposition of all shares beneficially owned by the Reporting Person. |
| (c) | Except as described in this Schedule 13D under Item 3 above, the Reporting Person did not engage in any transactions in shares of the Company's common stock during the past 60 days. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
In connection with his investments in the Series G and Warrants, the Company entered into Securities Purchase Agreements and Registration Rights Agreements with Mr. Liuzza. The terms of the Securities Purchase Agreements, Series G, Warrants, and related Registration Rights Agreements were previously disclosed in the Current Reports on Form 8-K filed on December 3, 2024, March 5, 2025, March 10, 2025, March 26, 2025, April 30, 2025, and June 16, 2025. Copies of these documents were included as exhibits to such Current Reports on Form 8-K. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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