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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): March 24, 2025
BEELINE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38182 | 20-3937596 | ||
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(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: (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 1.01 Entry Into a Material Definitive Agreement
The disclosure set forth in Item 3.02 is incorporated into this Item 1.01 by reference.
Item 3.02. Recent Sales of Unregistered Securities
Series G and Warrants
On March 24, 2025, Mr. Nicholas Liuzza, Jr., the principal shareholder, Chief Executive Officer and a director of Beeline Holdings, Inc. (the “Company”) increased his ownership of the Company’s securities by purchasing $900,000 of units comprised of a total of 1,764,706 shares of Series G Convertible Preferred Stock (“Series G”) and five-year Warrants to purchase a total of 88,236 shares. The purchase was approved by the Company’s Audit Committee. The purchase prices were on the same terms as paid by other unaffiliated investors.
The offers and sales described above are part of the Company’s offering of a total of up to 13,878,040 shares of Series G (which are convertible into 1,387,804 shares of common stock, subject to adjustment) and warrants to purchase up to 693,902 shares of common stock (representing 50% warrant coverage on an as-converted basis) for total gross proceeds of up to $7,077,800.
The Company intends to use the proceeds to repay indebtedness, for working capital and general corporate purposes.
In connection with the foregoing, the Company entered into a Securities Purchase Agreement and Registration Rights Agreement with the investors. The terms of the Securities Purchase Agreement, Series G, Warrants, and related Registration Rights Agreement were previously disclosed in the Current Report on Form 8-K filed on December 3, 2024.
The offers and sales of the units were exempt from registration Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder.
The foregoing description of the terms of the Series G, the Warrants, the Securities Purchase Agreement, the Registration Rights Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the Series G, the form of Warrant, the form of Securities Purchase Agreement, and the form of Registration Rights Agreement, copies of which are filed or incorporated by reference as Exhibits 3(a)(1), 3(a)(2), 4(a), 10(a) and 10(b), respectively, to the Form 8-K filed on December 3, 2024 and are incorporated herein by reference.
Equity Line of Credit Sales
In transactions from March 10 through March 26, 2025, the Company sold and issued a total of 1,090,622 shares of common stock for an aggregate purchase price of $2,052,105 to the purchaser under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025 (as amended and supplemented, collectively, the “ELOC Agreement”) as disclosed in the Company’s Current Report on Form 8-K filed on March 10, 2025.
The Company intends to use the proceeds to repay indebtedness, for working capital and general corporate purposes.
The offers and sales under the ELOC Agreement are exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder. Offers and sales by the purchaser of the common stock which we sold to such purchaser are registered under the Company’s registration statement on Form S-3 (File No. 333-284723) and Prospectus Supplements filed thereunder on March 10, 2025 and March 26, 2025 which register up to a total of $4,000,000 of such sales.
Item 8.01 Other Information
In addition to the $900,000 investment referred to under Item 3.02, in March 2025 Nicholas R. Liuzza, Jr. loaned the Company a total of $74,600 which the Company used for working capital and general corporate purposes. In exchange, the Company issued Mr. Liuzza a promissory note which bears interest at a rate of 8% per annum and is payable on demand. This transaction was approved by the Company’s Audit Committee.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Incorporated by Reference |
Filed or Furnished |
|||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 3.1 | Certificate of Designation of Series G Preferred Stock, filed on November 26, 2024 | 8-K | 12/3/2024 | 3(a)(1) | ||||||
| 3.2 | Certificate of Correction of Series G Preferred Stock, filed on December 2, 2024 | 8-K | 12/3/2024 | 3(a)(2) | ||||||
| 3.3 | Certificate of Amendment of Series G Preferred Stock | 8-K | 3/5/2025 | 3(a)(3) | ||||||
| 4.1 | Form of Warrant | 8-K | 12/3/2024 | 4(a) | ||||||
| 5.1 | Opinion of Law Offices of Harvey Kesner, P.C. regarding the validity of securities to be issued | Filed | ||||||||
| 10.1 | Form of Securities Purchase Agreement* | 8-K | 12/3/2024 | 10(a) | ||||||
| 10.2 | Form of Registration Rights Agreement* | 8-K | 12/3/2024 | 10(b) | ||||||
| 10.3 | Amended and Restated Securities Purchase Agreement* | 8-K | 3/10/2025 | 10.1 | ||||||
| 10.4 | Amended and Restated Registration Rights Agreement* | 8-K | 3/10/2025 | 10.2 | ||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||||
* Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the Securities and Exchange Commission staff upon request.
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: March 26, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 5.1
March 26, 2025
Beeline Holdings, Inc., f/k/a Eastside Distilling, Inc.
188 Valley Street, Suite 225
Providence, RI 02909
Att: Nicholas Liuzza, Jr.
| Re: | Registration Statement on Form S-3 |
| SEC File No. 333-284723 |
Ladies and Gentlemen:
We have acted as counsel to Beeline Holdings, Inc., f/k/a Eastside Distilling, Inc., a Nevada corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3, as amended February 11, 2025 (such registration statement, as may be amended from time to time, is herein referred to as the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”) (File Number 333-284723) (the “Registration Statement”),that was declared effective by the SEC on February 12, 2025. The Registration Statement includes a base prospectus (the “Prospectus”). The Prospectus provides that it will be supplemented in the future by one or more supplements to the Prospectus, free writing prospectuses, or term sheets.
The Company entered into an equity line of credit pursuant to an Amended and Restated Common Stock Purchase Agreement, dated as of March 9, 2025, by and among the Company, C/M Capital Master Fund L.P. (“CM”), as selling stockholder of the Company identified in the prospectus supplement a part of the Registration Statement (the “Selling Stockholder”) and the other parties thereto (the “Purchase Agreement”). The Registration Statement relates to the registration under the Securities Act of up to $2,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Shares”) to be sold to the Selling Stockholder under the ELOC, (in addition to $1,500,000 shares previously) that may be offered by the Selling Stockholder pursuant to the Purchase Agreement (the “ELOC Shares”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement, (ii) the Amended and Restated Certificate of Incorporation of the Company, as amended, as currently in effect (the “Certificate of Incorporation”); (iii) the Amended and Restated Bylaws of the Company as currently in effect (the “Bylaws”); (iv) the Purchase Agreement; and (v) certain resolutions of the Board of Directors of the Company. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records as we have deemed necessary or appropriate as a basis for the opinion set forth herein.
In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified, conformed or photostatic copies, and the authenticity of the originals of such copies. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinion expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others.
| 212-323-7499 | ||
| harvey@hkesnerlaw.com | www.hkesnerlaw.com |
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Based upon the foregoing and subject to the stated assumptions, exceptions and qualifications, as of the date hereof, we are of the opinion that the ELOC Shares have been duly authorized by all necessary corporate action on the part of the Company and, when issued, delivered and paid for in accordance with the Purchase Agreement, will be validly issued, fully paid and non-assessable.
The opinion expressed above is limited to the Nevada Revised Statutes. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws, that are currently in effect. We neither express nor imply any obligation with respect to any other laws or the laws of any other jurisdiction or of the United States. For purposes of this opinion, we assume that the ELOC Shares will be issued in compliance with all applicable state securities or blue sky laws.
We are opining only as to matters expressly set forth herein, and no opinion should be inferred as to any other matters. This opinion is rendered as of the date hereof. We disclaim any obligation to advise you of any subsequent legal or factual developments that affect any matters or opinions set forth herein.
We understand that you wish to file this opinion as an exhibit to the Registration Statement, and we hereby consent thereto. We hereby further consent to the reference to us under the caption “Legal Matters” in the prospectus included in the Registration Statement. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.
LAW OFFICE OF HARVEY KESNER, P.C.
/s/ LAW OFFICE OF HARVEY KESNER P.C.
| 212-323-7499 | ||
| harvey@hkesnerlaw.com | www.hkesnerlaw.com |
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