Beeline Holdings Inc. filed SEC Form 8-K: Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits
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Item 3.02, Unregistered Sale of Equity Securities
To the extent required by item 3.02, the information contained in Item 8.01 is hereby incorporated by reference into this Item 3.02. To the extent that the sales were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933 having been sold to one investor which had a pre-existing relationship with the Company.
Item 8.01, Other Events
On May 20, 2025, Beeline Holdings, Inc. (the “Company”) sold a total of 210,526 shares of common stock for total gross proceeds of $250,000 under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025, (collectively, the “Agreement”), which Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on March 10, 2025. The sales were made pursuant to the Company’s registration statement on Form S-3 (File No 333-284723) and a prospectus supplement filed thereunder dated March 26, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | |||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 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 27, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||