News & Events

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (a) On May 21, 2026, Eric Finnsson, a member of the Board of Directors (the “Board”) of Beeline Holdings, Inc. (the “Company”), notified the Company of his decision to resign from the Board, effective June 30, 2026 . Mr. Finnsson’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations,…

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

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

Unregistered Sales of Equity Securities. On March 18, 2026, Beeline Holdings, Inc. (the “Company”) entered into an agreement with the holder of the outstanding shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “Series A”) pursuant to which the holder exchanged its remaining 4,425,102 shares of Series A for 983,356 shares of the Company’s common stock, determined by dividing the stated value of the Series A by $2.25. As a result of this exchange, there are no longer…

Regulation FD Disclosure. Beeline Holdings, Inc. (the “Company”) is furnishing this Current Report on Form 8-K to notify the investing public that on March 11, 2026, TYTL Corp., a related party with which the Company engages in certain transactions in connection with the Company’s BeelineEquity product as previously disclosed, issued a press release relating to the strategic partnership between TYTL Corp. and the Company. A copy of the press release is furnished as Exhibit 99.1 of this Curren…

Other Information. On March 10, 2026, Beeline Holdings, Inc. (the “Company”) filed a prospectus supplement registering the offer and sale from time-to-time of up to $15,000,000 of shares of the Company’s common stock (the “Shares”) under that certain At the Market Offering Agreement dated April 30, 2025 (the “Agreement”) with Ladenburg Thalmann & Co., Inc. (“Ladenburg”) acting as sales agent. The sales of the Shares are in addition to prior sales of approximately 5,907,698 shares of common st…

Unregistered Sales of Equity Securities. From January 28, 2026 through February 16, 2026, various shareholders converted certain shares of the Company’s Series F Convertible Preferred Stock, Series F-1 Convertible Preferred Stock and Series G Convertible Preferred Stock into a total of 94,476 shares of the Company’s common stock. On February 5, 2026 and February 12, 2026, four warrant holders exercised their Series G Warrants to purchase Common Stock and acquired an aggregate of 337,967 share…

Unregistered Sales of Equity Securities. To the extent required by

Entry into a Material Definitive Agreement. On January 27, 2026, Beeline Holdings, Inc. (the “Company”) entered into an agreement (the “Letter Agreement”) with the holder of Series A Convertible Redeemable Preferred Stock (the “Series A”) pursuant to which the parties agreed to an amendment to the Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock (the “Series A Certificate of Designations”) to allow the holder to convert up to 2,000,000…

Entry into a Material Definitive Agreement. Registered Direct Offering On November 11, 2025, Beeline Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (each, an “Investor” and collectively the “Investors”), pursuant to which the Company sold to the Investors in a registered offering, a total of 4,620,000 shares of the Company’s common stock (the “Shares”), at a price of $1.60 per share (the “Offering”), rai…

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

Entry into a Material Definitive Agreement. On October 22, 2025, Beeline Holdings, Inc. (the “Company”) entered into a letter agreement (the “Agreement”) with two investors pursuant to which the investors agreed to the redemption of their shares of Series E Preferred Stock (the “Series E”) in exchange for a cash payment. The Agreement provides that the payment shall be made upon the effectiveness of a registration statement on Form S-1 (the “S-1”) filed by the Company in connection with its e…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e) To the extent required by Item 5.02(e) of Form 8-K, the information set forth in

Unregistered Sales of Equity Securities. To the extent required by

of this Current Report on Form 8-K is incorporated herein by reference. Cautionary Note Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expectations with respect to the Company’s future growth, anticipated trends in the mortgage loan industry including interest rate cuts and an improved housing market, and plans to access an additi…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. To the extent required by

Other Information. On September 26, 2025, Beeline Holdings, Inc. (the “Company”) filed a prospectus supplement registering the offer and sale from time-to-time of up to $5,000,000 of shares of the Company’s common stock (the “Shares”) under that certain At The Market Offering Agreement dated April 30, 2025 (the “Agreement”) with Ladenburg Thalmann & Co., Inc. (“Ladenburg”) acting as sales agent. The sales of the Shares are in addition to prior sales of a total of 5,540,043 shares of common st…

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

To the extent that such transactions were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933. The foregoing descriptions of the agreements and documents and the transactions contemplated thereby described in this Current Report on Form 8-K do not purport to be complete, and are qualified in their entirety by the complete text of such agreements and documents, copies of which are filed as exhibits to this Current Report on Form 8-K…

Other Events On July 23, 2025, the Company sold a total of 676,078 shares of common stock for total gross proceeds of $1,216,940 under that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025, (collectively, the “ELOC Agreement”), which ELOC Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on March 10, 2025. The sales were made pursuant to the Company’s registration…

Entry into a Material Definitive Agreement On July 25, 2025, Beeline Holdings, Inc. (the “Company”) entered into a Debt Satisfaction Agreement (the “DSA”) with Bridgetown Spirits Corp. (“Spirits”), the Company’s 53%-owned subsidiary and three individuals (the “Buyers”) including Geoffrey Gwin, the President of Spirits, pursuant to which the Company transferred to the Buyers all 530,000 shares of Spirits common stock held by the Company, representing 53% of the outstanding Spirits common stock…

Unregistered Sale of Equity Securities On July 23, 2025, Beeline Holdings, Inc. (the “Company”) entered into an agreement with a holder of and effected the exchange of 8,356,151 shares of Series F Convertible Preferred Stock and 68,951 shares of Series F-1 Convertible Preferred Stock of the Company (the “Exchanged Shares”) in exchange for the issuance to the holder of 8,425,102 shares of a newly designated Series A Convertible Redeemable Preferred Stock (the “Series A”). The exchange was exem…

To the extent that such transactions were deemed to be unregistered, they were exempt from registration under Section 4(a)(2) of the Securities Act of 1933.

Entry Into a Material Definitive Agreement On June 26, 2025, Beeline Holdings, Inc. (the “Company”) amended $986,333 of its remaining outstanding senior secured notes due August 14, 2025 (the “Notes”) by making them convertible into shares of the Company’s common stock at a conversion price of $1.32 per share, subject to a beneficial ownership limitation of 4.99%. From June 26, 2025 through June 30, 2025 the holders of the Notes converted $986,333 of their Notes into 747,222 shares of common…

To the extent that the sales were deemed to be unregistered, the conversions and issuances of common stock described in