Material Agreement, Private Placement (Form 8-K)

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. Unregistered Sales of Equity Securities

Series G and Warrants

On June 13, 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 $151,000 of units comprised of a total of 296,078 shares of Series G Convertible Preferred Stock ("Series G") and five-year Warrants to purchase a total of 145,797 shares of common stock at an exercise price of $0.66 per share (subject to adjustment), in exchange for $151,000 of prior advances made to the Company. Mr. Liuzza had previously purchased $3,897,159 of Series G and accompanying warrants in transactions prior to June 13, 2025, for a total investment in the Series G and accompanying warrants of $4,048,159. The number of underlying shares of common stock and conversion and exercise prices of these securities were adjusted as a result of price protection adjustment provisions set forth therein, and may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities. Conversions of Series G and exercise of warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Capital Market. 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 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 Mr. Liuzza. 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.