Beeline Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry Into a Material Definitive Agreement.
On April 30, 2025, Beeline Holdings, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Agreement”) with Ladenburg Thalmann & Co., Inc. (“Ladenburg”), pursuant to which the Company may issue and sell over time and from time to time, to or through Ladenburg, up to $7,000,000 of shares of the Company’s common stock (the “Shares”).
Sales of the Shares, if any, may be made by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933 (the “Securities Act”), including without limitation sales made directly on or through The Nasdaq Capital Market, the trading market for the Company’s common stock, or any other existing trading market in the United States for the Company’s common stock, sales made to or through a market maker other than on an exchange or otherwise, sales made directly to Ladenburg as principal in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. Ladenburg will use commercially reasonable efforts to sell on our behalf all of the Shares requested to be sold by us, consistent with its normal trading and sales practices, subject to the terms of the Agreement. Under the Agreement, Ladenburg will be entitled to compensation of 3.0% of the gross proceeds from the sales of the Shares sold under the Agreement. In addition, we have agreed to reimburse Ladenburg for the fees and disbursements of its counsel, payable upon execution of the Agreement, in an amount not to exceed $50,000. In addition, we shall reimburse Ladenburg for legal fees of its counsel up to $5,500 for each quarterly due diligence update and up to $7,500 pursuant to certain terms of the Agreement including annual due diligence updates.
The Shares are being offered and sold pursuant to a prospectus supplement filed with the Securities and Exchange Commission (the “Commission”) on May 1, 2025 and the accompanying base prospectus which is part of the Company’s effective Registration Statement on Form S-3 (File No. 333-284723) (the “Registration Statement”). Investors should read the Registration Statement, the base prospectus and the prospectus supplement and all documents incorporated therein by reference.
The Agreement contains representations, warranties and covenants customary for the transactions of this kind. The representations, warranties and covenants contained in the Agreement were made only for purposes of that agreement and as of specific dates, and were solely for the benefit of the parties to the Agreement. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
This Current Report on Form 8-K does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Registration Statement relating to these securities has been filed with the Commission and has been declared effective. Copies of the prospectus supplement and base prospectus relating to the offering may be obtained when available by contacting Ladenburg Thalmann & Co., Inc., Attention: Syndicate department by calling 212-409-2000, or by visiting EDGAR on the Commission’s website at www.sec.gov.
The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
Exhibit No. |
Description | |
| 1.1 | At The Market Offering Agreement, dated April 30, 2025, by and between Beeline Holdings, Inc. and Ladenburg Thalmann & Co., Inc. | |
| 5.1 | Opinion of Law Offices of Harvey Kesner, P.C. regarding validity of the securities to be issued. | |
| 23.1 | Consent of Law Offices of Harvey Kesner, P.C. (included in Exhibit 5.1). | |
| 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: May 1, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||