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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): June 18, 2025

 

BEELINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   001-38182   20-3937596

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

188 Valley Street, Suite 225

Providence, RI 02909

(Address of principal executive offices)

 

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

 

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

 

Common Stock, $0.0001 par value   BLNE   The Nasdaq Stock Market LLC
(Title of Each Class)   (Trading Symbol)   (Name of Each Exchange on Which Registered)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 7.01 Regulation FD Disclosure

 

Beeline Holdings, Inc. (“Beeline”) is furnishing this report to announce today that it has closed its first fractional equity sale leveraging a stablecoin-based transaction structure.

 

This marks the initial transaction in a series of five to 10 similar “beta” transactions currently scheduled to be executed over the coming weeks, ahead of a planned national launch expected to begin in early August 2025. These transactions are not dependent upon current or future prevailing interest rates unlike a typical home mortgage.

 

Beeline previously furnished information on this transaction structure in Current Reports on Form 8-K filed on June 4, 2025 and June 9, 2025. Beeline intends to disclose further details as more transactions close.

 

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: June 18, 2025

 

  BEELINE HOLDINGS, INC.
     
  By: /s/ Nicholas R. Liuzza, Jr.
    Nicholas R. Liuzza, Jr.
    Chief Executive Officer