Beeline Holdings, Inc.

S-11 forms-1.htm S-1

Registration No. 333-_______

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

188 Valley Street, Suite 225

Providence, RI 02909

(888) 810-5760

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Nicholas R. Liuzza, Jr.

Chief Executive Officer

188 Valley Street, Suite 225

Providence, RI 02909

(888) 810-5760

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Michael Harris, Esq.

Constantine Christakis, Esq.

Nason, Yeager, Gerson, Harris & Fumero, P.A.

3001 PGA Boulevard, Suite 305

Palm Beach Gardens, Florida 33410

(561) 686-3307

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act of 1934.

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 7(a)(2)(B) of the Securities Act. ☐

This Registration Statement shall hereafter become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933.

SUBJECT TO COMPLETION, DATED OCTOBER 21, 2025

PROSPECTUS

5,000,000 Shares ** of Common stock**

This prospectus relates to the potential resale from time to time by C/M Capital Master Fund, LP (the “Selling Stockholder” or “C/M”) of up to 5,000,000 shares of common stock, par value $0.0001 per share, of Beeline Holdings, Inc (the “Company,” “Beeline,” “we,” “our” or “us”). The shares of common stock to which this prospectus relates consist of shares that have been or may be issued by us to the Selling Stockholder pursuant to an Amended and Restated Common Stock Purchase Agreement, dated as of March 7, 2025, as amended on September 8, 2025, by and between us and the Selling Stockholder (the “Purchase Agreement”), establishing an equity line of credit (such transaction, the “ELOC”). See “The Purchase Agreement” at page 11 for a description of the Purchase Agreement and the transactions contemplated thereby. This prospectus relates to the offer and sale of up to 5,000,000 shares of common stock which may be sold to and offered by the Selling Stockholder pursuant to the Purchase Agreement. The actual number of shares of our common stock issuable will vary depending on the then-current market price of shares of our common stock sold to the Selling Stockholder under the Purchase Agreement. We will not receive any proceeds from the sales of the above shares of our common stock by the Selling Stockholder; however, we will receive proceeds under the Purchase Agreement if we sell shares to the Selling Stockholder. As of the date of this prospectus, the remaining unsold commitment amount under the Purchase Agreement is $12,500,000.

Our common stock is traded on The Nasdaq Capital Market (“Nasdaq”) under the symbol “BLNE.” On October 17, 2025, the last reported sale price of our common stock on Nasdaq was $3.22 per share.

The Selling Stockholder may sell all or a portion of the shares of our common stock acquired under the Purchase Agreement on Nasdaq or through private transactions at prevailing market prices or at negotiated prices. We will bear all costs, expenses and fees in connection with the registration of the shares of our common stock, including with regard to compliance with state securities or “blue sky” laws. The Selling Stockholder will bear all commissions and markdowns, if any, attributable to its sale of shares of our common stock. See “Plan of Distribution” for more information about how the Selling Stockholder may sell the shares of common stock being registered pursuant to this prospectus. The Selling Stockholder is an underwriter under the Securities Act of 1933 (the “Securities Act”) with respect to the resale of shares sold by it on Nasdaq.

We and the Selling Stockholder have agreed that the maximum total number of shares to be sold by the Selling Stockholder under the Purchase Agreement pursuant to this prospectus is 5,000,000 shares of common stock. This amount does not include the total of 5,694,515 shares of common stock previously sold under the Purchase Agreement.

You should read this prospectus and any prospectus supplement or amendment, together with additional information described under the headings “Where You Can Find More Information”, carefully before you invest in our securities.

Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 7 of this prospectus, and under similar headings in any amendment or supplement to this prospectus or in any other documents incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined whether this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is ________ ___, 2025.

Table of Contents

On March 12, 2025, Beeline Holdings, Inc. implemented a one-for-10 reverse stock split of its common stock. All share and per share data has been retrospectively adjusted to give effect to the stock split.

You should rely only on information contained in this prospectus. We have not authorized anyone to provide you with information that is different from that contained in this prospectus. The Selling Stockholder is not offering to sell or seeking offers to buy securities in jurisdictions where offers and sales are not permitted. We are responsible for updating this prospectus to ensure that all material information is included and will update this prospectus to the extent required by law.