Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 15, 2025, Beeline Holdings, Inc. (the "Company") received a letter from The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company of its compliance with Nasdaq Listing Rule 5550(a)(2) (the "Rule") by maintaining a minimum bid price for its common stock of at least $1.00 for the last 25 consecutive business days, from March 12, 2025 to April 14, 2025. Accordingly, the Company has regained compliance with the Rule and the matter is now closed.

Item 8.01 Other Information

The Company's Insider Trading Policy permits the Company's officers and directors to purchase shares of the Company's common stock two trading days after the Company's financial results are publicly disclosed and the Form 10-Q or 10-K is filed. On April 16, 2025, the board of directors of the Company agreed to waive the Company's two trading day requirement and permit the Company's officers and director to purchase shares of the Company's common stock in the open market upon the Company filing their Annual Report on Form 10-K on April 15, 2025 and having a Regulation FD compliant earnings call regarding its financial results on April 15, 2025 beginning at 5:00 pm ET.