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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): October 30, 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)
(Zip Code)
Registrant’s telephone number, including area code: (888) 810-5760
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
On October 30, 2025, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference |
Filed or Furnished |
|||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 99.1 | Press release dated October 30, 2025 | Furnished | ||||||||
| 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: October 30, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 99.1
Beeline Has a Record Lock Day On The Federal Reserve’s Announcement Of a 25-Basis-Point Rate Cut
PROVIDENCE, RI — Oct. 30, 2025 (NASDAQ: BLNE) — via IBN -- Beeline, the digital mortgage lender built for next-generation homeowners, today announced it locked 21 loans and just under $8 million in locked volume on Thursday October 29th, the same day the Fed announced rate cuts for a second consecutive month setting new highs for the emerging digital lender’s leading indicators. Locked loans and locked volume are the strongest indicators for revenue over the next 30 to 45 days.
Beeline announced it was debt-free in September, and is trending toward being cash-flow positive by Q1 of 2026. Beeline’s AI-driven proprietary platform is built to quickly scale its business as the market heads into a more favorable environment.
“Our key performance indicators are quickly improving which we knew would happen as the market normalized,” said Co-founder and CEO Nick Liuzza. “We fought through the worst real estate market in 30 years to put Beeline in a position to capitalize when conditions normalized and here we are as the industry headwinds are turning into tailwinds. While it was a good day, it’s only the beginning of a strong run.”
Earlier in the week the company announced its new fractional sale-of-equity product--BeelineEquity designed to infuse liquidity into the market for baby boomers and other homeowners looking for debt-free liquidity options.
“The past three years haven’t been easy, but with our major investments behind us and a dynamic, multi-product lending platform now in place, we’re in a strong position. We’re offering more non-QM products than many top lenders and large banks to complement our Conventional business and with the launch of our unique equity product, we now have two powerful revenue streams gaining momentum at the same time — a rare and exciting opportunity,” said Jess Kennedy, Co-Founder and COO of Beeline Financial Holdings, Inc.
Beeline just wrapped up a meeting at the Centurion One Capital Conference in Nassau, Bahamas where it was the number-one requested company for one-on-one meetings.
About Beeline
Beeline is a next-generation mortgage and home-equity company simplifying the path to homeownership and liquidity. By combining blockchain technology, automation, and a customer-first digital experience, Beeline makes financing a home — or unlocking its value — faster, fairer, and more transparent.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the company’s prospects including, the impact of locks, its business trends, and its potential to become cash flow positive by Q1 2025. Forward-looking statements are prefaced by words such as “anticipate, “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project,” and similar words. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements. Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, future interest rate changes, the risks arising from the impact of inflation, tariffs, and a recession which may result on Beeline’s business, prospective customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, the demand for and success of the fractional sale of equity transactions and our collaboration with a related party entity with respect thereto, the potential for regulatory changes and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, and the Risk Factors contained in the company’s Prospectus Supplement dated September 26, 2025 and Form 10-K filed April 15, 2025. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Contacts
Investor Relations
ir@makeabeeline.com
Media Inquiries
press@makeabeeline.com
Corporate Communications Contact:
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com