エドガーで原本を確認する
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): May 20, 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: (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 2.02 Results of Operations and Financial Condition.
On May 20, 2025, Beeline Holdings, Inc. (the “Company”) issued a press release announcing financial results for the three months ended March 31, 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.
The information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | Description | |
| 99.1 | Press Release dated May 20, 2025 | |
| 104 | Cover page interactive data file (embedded within the iXBRL 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 20, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Beeline Holdings Reports Q1 2025 Results: First Quarter as Public Company Highlights AI-Led Growth, Record Originations, and Transformational Fintech Expansion
Providence, RI – May 20, 2025 – Beeline Holdings, Inc. (NASDAQ: BLNE), a fintech-focused mortgage and title company, today announced financial results for the first quarter ended March 31, 2025.
Q1 2025 Highlights
| ● | Breakout debut quarter as a newly public company, with Beeline repositioned as a next-gen AI-powered mortgage lender and title agent |
| ● | Loan originations increased 38% year-over-year, outpacing industry growth (~9%) with April performance believed to be best in three years, signaling momentum despite macro headwinds |
| ● | AI-mortgage agent “Bob 2.0” drove 6x lead conversion and 8x full application volume—at near-zero marginal cost—validating Beeline’s proprietary automation strategy |
| ● | Workflow engine Hive & Task based model reduced closing timelines to 14–21 days, approximately twice as fast as traditional lenders |
| ● | Expanded distribution through key partnerships, including RedAwning, Rabbu, CredEvolv, and | |
| ● | MagicBlocks has 16 clients in Beta and BlinkQC is out of Beta and Live in Beeline’s production eliminating third party QC costs. |
| ● | Reduced debt by $2 million | |
| ● | Development of a new equity product with features exclusive to Beeline. |
| ● | Early-stage net loss aligned with growth investments; company targets operating leverage as loan volume and platform efficiencies scale. |
A Foundational Quarter for Beeline
“Q1 marked our first as a public company and showed the full power of our AI-driven platform taking hold,” said Nick Liuzza, Co-Founder and CEO of Beeline Holdings. “Despite continued market challenges, our performance validates the core strengths of our business and lays the groundwork for transformational growth. We’re especially excited about our upcoming equity product launch, which is interest-rate neutral and designed to unlock liquidity in a constrained housing market.”
Financial Performance
Beeline reported total net revenues of $1.8 million in Q1 2025 with over 70% of revenue driven by mortgage and title operations, including $1.0 million in lending revenue and $0.4 million in title revenue; the remaining $0.4 million came from its legacy spirits business. Mortgage-related metrics showed strong year-over-year growth, with the average loan amount up 24%, revenue per loan up 28%, and title revenue up 93%. Operating expenses totaled $6.8 million, including $2.3 million in salaries and benefits, $1.2 million in professional fees (primarily non-recurring costs), $0.6 million in marketing, and $0.8 million in depreciation and amortization. The company reported an operating loss of $4.9 million and a net loss from continuing operations of $6.9 million, which includes $1.9 million in interest expense.
In Q1 2025, Beeline Financial Holdings originated $39.8 million in residential mortgage loans, generating $1.4 million in revenue and reporting a net loss of $2.3 million.
As of quarter-end, Beeline had $1.5 million in cash and approximately $0.5 million in available warehouse line capacity. Following the close of Q1, the company completed additional equity raises. During the quarter, it used $1.5 million in operating cash, generated $1.8 million from net financing activities, and ended with a net cash increase of $0.3 million.
Looking ahead, Beeline plans to launch its interest-rate neutral equity product in the third quarter, supported by a stablecoin partner. This new offering is designed to fund real estate transactions outside of traditional mortgage channels, expanding access to capital and enabling greater market participation.
The company also expects to announce new strategic partnerships and continue advancing its SaaS innovation initiatives through Beeline Labs. These efforts are aimed at enhancing the customer experience and expanding the company’s reach across the real estate and fintech ecosystems.
In parallel, Beeline will remain focused on reducing losses and moving toward sustainable profitability, while continuing to invest in its core technology and customer acquisition infrastructure.
“We’ve built the foundation for a scalable, AI-first fintech mortgage platform with accelerating performance,” said CFO Chris Moe. “While early-stage losses are expected, we believe Q1 reflects the beginning of a structural transformation in both our financial profile and market position.”
About Beeline Holdings, Inc.
Beeline Holdings is a technology-forward mortgage and title platform designed to simplify home financing for a new generation of buyers. By combining AI, automation, and modern UX, Beeline offers faster, more accessible, and more transparent home loan experiences for real estate investors and primary homebuyers alike. For more, visit www.makeabeeline.com.
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 anticipated trends in the mortgage loan industry and the company’s prospective new technology offerings and strategic partnerships including a planned new innovative equity product and advances to its SaaS innovation initiatives, as well as the anticipated or potential benefits of these efforts. 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 Risk Factors contained in our 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.
Investor Contact:
investors@makeabeeline.com
Media Contact:
press@makeabeeline.com