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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): July 29, 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: (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 July 29, 2025, Beeline Holdings, Inc. (the “Company”), issued a press release. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 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 7.01 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.
| Incorporated by Reference |
Filed or Furnished |
|||||||||
| Exhibit # | Exhibit Description | Form | Date | Number | Herewith | |||||
| 99.1 | Press Release dated July 29, 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: July 29, 2025
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 99.1
Beeline Completes Strategic Divestiture to Accelerate Digital Mortgage, Title, and Equity Product Expansion
Providence, Rhode Island—(Newsfile Corp. - July 29, 2025) - Beeline Holdings, Inc. (NASDAQ: BLNE) (“Beeline” or the “Company”), the fast-growing digital mortgage platform redefining the path to homeownership, today announced it has disposed of its majority ownership in Bridgetown Spirits Corp. (“Spirits”) in exchange for $367,404 pursuant to a Debt Satisfaction Agreement. As a result, Spirits is no longer a subsidiary of the Company. This asset was the last asset held as a result of its forward merger completed on October 7, 2024 with Beeline Financial Holdings, Inc. The move reaffirms Beeline’s focus on proptech, mortgage, alternative equity products and generating SAAS revenue while strengthening its balance sheet.
The transaction closed on Friday, July 25th in which the common stock of Spirits held by the Company was disposed of to a group led by the former CEO of the Company and the President of Spirits, Geoffrey Gwin. As part of the transaction, Beeline will write off certain related accounts payable it had assumed as part of the merger and eliminate the need to fund and account for Spirits. Beeline also funded a $75,000 one-year senior secured term loan to Spirits and in exchange received a secured promissory note in the principal amount of $100,000 from Spirits.
Said Chris Moe, CFO of Beeline, “Beeline continues to make moves designed to position itself to capitalize on its new products, an emerging platform and in a market that is expected to recover in 2026. We continue to see strong quarterly revenue growth outpacing the industry averages. We are now in a position to exclusively focus on our business and Bridgetown can move its business forward as a private company allowing itself to focus on its unique Oregon-themed brands.”
Geoffrey Gwin, commented, “I want to thank Chris Moe, CFO and Nick Liuzza, CEO for driving this transaction from the Beeline side. We view the transaction as a win for both sides. Our team is excited to dig in as the next chapter for the Bridgetown Spirits has officially started.”
Beeline expects to report its earnings for the second quarter on August 14, 2025. On July 16, 2025, Ladenberg Thalman & Co. Inc. initiated coverage of Beeline and issued a “Buy rating” with a $4.50 price target. The closing price on Monday, July 28, 2025, was $2.14.
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 potential future growth prospects of Beeline’s business and trends in the mortgage industry generally. 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, the continued strength of the U.S. economy, changes in interest rates, the future of U.S. tariff policy, Beeline’s need for additional capital to meet its future goals and milestone targets, Beeline’s ability to attract homeowners to its products and services, the ability of Beeline and third parties on which it depends to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which Beeline depends fail to perform as designed or intended, and the Risk Factors contained in our Form 10-K filed April 15, 2025 and other filings with the Securities and Exchange Commission. 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.
ir@makeabeeline.com