Beeline Holdings, Inc.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
BLNE$0.61+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-14.
0001641172-25-024044
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023462
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 130 previous paragraphs and 146 current paragraphs.
68 unchanged; 50 reworded; 27 added; 12 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (27)
Current report
Cautionary Note Regarding Forward-Looking Statements
Current report
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations for prospective future growth, operating results and financial condition, potential future trends and developments within our industry and the U.S. economy generally, expectations and plans with respect to our products and services including the potential market for, timing, features, and demand for such products and services, prospective future fractional sale of home real estate transactions, and liquidity and sources of capital. 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. We have based these forward-looking statements largely 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.
Current report
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, central bank interest rates and future interest rate changes, the risks arising from the impact of inflation, tariffs, the deterioration of the labor market of the United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, the potential for regulatory changes regarding cryptocurrency and digital assets, artificial intelligence, and other areas that impact the Company’s business, and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Prospectus Supplement dated September 26, 2025 and Form 10-K filed April 15, 2025. 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.
Current report
From January through September 2025, inflation had been steadily moderating from earlier high levels, aided by improved supply chains, softer commodity and energy prices, and some cooling in housing-related costs. But by the late summer and into September, the pace of disinflation slowed and even reversed slightly: the jump to a 3.0% annual rate in September signals that inflation remains more persistent than many hoped. Early in the year, the decline was fairly smooth: energy-led relief, moderate food inflation, and some relief in goods prices especially as supply chains stabilized. However, services inflation, especially in housing (shelter), medical care, and insurance, remained resilient. The rebound in gasoline and energy prices in September (month-over-month) was a reminder that commodity risk remains, and that even a small monthly energy jump can push the headline number upward. Although the monthly gain in shelter (owners’ equivalent rent) was modest in September (just 0.1 %), a positive sign, the annual rate remains elevated and still contributes a large weight to the total index. The fact that core inflation (excluding food/energy) is still at ~3.0% means underlying inflation pressures are not yet fully resolved. Further, the full impact of the imposition of tariffs by the U.S. and foreign countries remains unknown, and future developments in tariffs and other geopolitical activity present further uncertainty. Because of this mixed picture, the Federal Reserve is likely to remain cautious. While the headline 3.0% rate is far better than the highs of 2022–23, it is still above the Federal Reserve’s longer-run 2% target.
Current report
In October 2025, the Company completed its first round of blockchain-recorded transactions through the BeelineEQUITY platform, becoming the first U.S. platform to tokenize residential home equity at scale. The Company closed six transactions and has pre-selected an additional 25 expected to close later in 2025. Beeline Loans provides customer acquisition services and support to the company minting the token and offering the equity exchange transaction. Beeline Loans receives 3.5% of the amount of equity sold and markets the product through its website as BeelineEQUITY. Beeline Title provides the title and closing services for each transaction—unless borrowers elect to use an outside title company.
Current report
Through September 30, 2025, the Company has derived $12,377 of revenue from this business. The Company provides title insurance services and an owner’s title policy to the Company’s partner as the buyer of the fractional equity. Beeline Title does not assume any unusual liability in favor of the related party. Beeline Title simply transacts in the normal course of business on these purchase transactions, issuing the owner’s title insurance policy and acting as settlement/escrow agent. In any title transaction, the title agency will incur liability for potential losses under the title policy if the underlying title work is faulty for any reason or fraud or other errors exist that could not have been discovered at the time of policy issuance. Beeline Title has Errors and Omissions insurance in addition to other insurance coverages for any such issues.
Current report
Beeline Loans is an AI-driven fintech mortgage lender that develops proprietary software in the form of major enhancements and new developments in its lending platform, including Beeline’s Chat API “Bob.”
Current report
Beeline Title Holdings provides title and loan closing services for Beeline’s mortgage origination business. It provides similar services with respect to the Company’s BeelineEQUITY product.
Current report
Beeline Loans (For the Three and Nine Months Ended September 30, 2025)
Current report
***Compensation, commissions and benefits.***Compensation, commissions and benefits were $0.9 million and $2.7 million for the three and nine months ended September 30, 2025, respectively.
Current report
***General and administrative expenses.***General and administrative expenses consist primarily of rent and utilities and were $0.1 million and $0.5 million for the three and nine months ended September 30, 2025, respectively.
Current report
***Marketing and advertising.***Marketing and advertising were $0.7 million and $1.9 million for the three and nine months ended September 30, 2025, respectively.
Current report
Beeline Title Holdings (For the Three and Nine Months Ended September 30, 2025)
Current report
For the three and nine months ended September 30, 2025, Beeline Title Holdings reported net revenues of $0.4 million and $1.2 million, respectively; reported and a net loss of $0.1 million and $0.3 million, respectively.
Current report
***Compensation and benefits.***Compensation and benefits were $0.3 million and $1.0 million for the three and nine months ended September 30, 2025, respectively.
Current report
***Marketing and advertising.***Marketing and advertising were flat and $0.1 million for the three and nine months ended September 30, 2025, respectively.
Current report
***Other operating expenses.***Other operating expenses consist primarily of expenses directly related to the settlement of loans and were $0.1 million and $0.3 million for the three and nine months ended September 30, 2025, respectively.
Current report
For the three and nine months ended September 30, 2025, net loss from continuing operations increased to $2.3 million and $9.2 million, respectively, from $0.8 million and $2.1 million for the three and nine months ended September 30, 2024, respectively, reflecting the inclusion of Beeline’s results of operations for 2025.
Current report
***Compensation and benefits.***Compensation and benefits were $0.7 million and $2.6 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.5 million for the three and nine months ended September 30, 2024, respectively.
Current report
***General and administrative expenses.***General and administrative expenses consist primarily of public company costs professional fees, board compensation and rent. General and administrative expenses were $0.7 million and $3.5 million for the three and nine months ended September 30, 2025, respectively, and $0.3 million and $0.6 million for the three and nine months ended September 30, 2024, respectively.
Current report
***Depreciation and amortization.***Depreciation and amortization expenses consist primarily of amortization related to the intangible asset of the customer list and were $24,563 and $0.1 million for the three and nine months ended September 30, 2025, respectively.
Current report
***Marketing and advertising.***Marketing and advertising were $0 and $12,082 for three and nine months ended September 30, 2025, respectively.
Current report
***Other operating expenses.***Other operating expenses consist of software service providers and were $24,810 and $0.1 million for the three and nine months ended September 30, 2025, respectively.
Current report
In October 2025, the Company expanded and diversified its warehouse lines to $25.0 million tripling its prior $5.0 million line and adding two new $5.0 million lines with new lenders in anticipation of rapid revenue growth and loan origination volume.
Current report
On November 11, 2025, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold to the Investors a total of 4,620,000 common shares at $1.60 per share, raising gross proceeds of $7.4 million.
Current report
Loan Origination Fees
Current report
Other Revenues
Removed paragraphs (12)
Previous report
Forward-Looking Statements
Previous report
This section of the Quarterly Report includes “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give current expectations or forecasts of future events about the company or our outlook and involve uncertainties that could significantly impact results. You can identify forward-looking statements by the fact they do not relate to historical or current facts and by the use of words indicating anticipation or speculation such as “believe,” “expect,” “estimate,” “anticipate,” “will be,” “should,” “plan,” “project,” “intend,” “could” and similar words or expressions.
Previous report
You should not place undue certainty on these forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, or otherwise. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from these forward-looking statements. Risk factors and uncertainties that could impact the outcome of matters referred to in forward-looking statements include those discussed in our filings with the Securities and Exchange Commission, including Item 1A of Part I of our annual report on Form 10-K for the year ended December 31, 2024 entitled “Risk Factors” as well as factors which may have not yet been anticipated or identified.
Previous report
Beeline Financial
Previous report
From January through July 2025, U.S. inflation trended lower, though the pace of improvement varied across components. Headline consumer price index (“CPI”) began the year at roughly 2.9% year-over-year in January, down from 3.2% in December 2024, as energy prices eased, food inflation moderated, and shelter costs began to cool. February saw a slight drop to around 2.8%, with goods inflation largely flat or negative due to stable commodity prices, though services—particularly housing and medical care—remained sticky. By March, CPI slowed to roughly 2.7%, driven by declines in core goods, but higher transportation services costs offset some gains. April brought further moderation to around 2.6% as shelter inflation eased faster than expected and gasoline prices fell on higher refinery output, prompting markets to price in possible rate cuts later in the year. In May, CPI reached about 2.5%, with food prices steady and some goods categories, like apparel and home products, seeing discounts, though insurance costs kept services inflation above 3%. June’s reading of roughly 2.4% marked the lowest since early 2021, led by falling energy prices and continued shelter relief, even as core services ex-housing stayed elevated. Preliminary July figures suggest inflation held near 2.4–2.5%, with headline prices little changed month-over-month and core inflation hovering around 2.7%, reflecting lingering service-sector pressures. Overall, inflation progress in the first half of 2025 was steady, supported by improved supply chains, softer housing costs, and easing commodity prices. However, the Federal Reserve maintained a cautious stance, signaling that while headline inflation was back near its comfort zone, persistent services inflation meant rate cuts would likely wait until late 2025, assuming the disinflationary trend continues.
Previous report
Beeline Financial is a full service Direct-to-Consumer lender specializing in conventional conforming and non-conforming residential first-lien mortgages and providing title services. Beeline Financial also has an emerging business in anonymized data sales and technology licensing.
Previous report
Beeline Financial (For the Three and Six Months Ended June 30, 2025)
Previous report
***Salaries and benefits.***Salaries and benefits were $1.3 million and $2.5 million for the three and six months ended June 30, 2025, respectively.
Previous report
***Marketing and advertising.***Marketing and advertising were $0.8 million and $1.3 million for the three and six months ended June 30, 2025, respectively.
Previous report
As of July 23, 2025, the Company has sold the maximum amounts that were registered under each of the ELOC Agreement and the ATM Agreement. As a result of the foregoing, the at-the-market offering is now closed. The ELOC Agreement provides for up to $3.0 million in additional sales of common stock at the Company’s option, subject to the terms and conditions of the ELOC Agreement including registration requirements therein.
Previous report
Loan Origination Fees and Costs
Previous report
Data and Tech
Reworded paragraphs (50)
Previous wording
The following discussion provides an analysis of the financial condition, cash flows and results of operations from management’s perspective of Beeline Holdings, Inc. (the “Company”). Our objective is to provide discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations.
Current wording
The following discussion provides an analysis of the financial condition, cash flows and results of operations from management’s perspective of Beeline Holdings, Inc. (“Beeline” or the “Company”). Our objective is to provide discussion of events and uncertainties known to management that are reasonably likely to cause the reported financial information not to be indicative of future operating results or of future financial condition and to also offer information that provides an understanding of our financial condition, cash flows and results of operations.
Previous wording
On September 4, 2024, the Company and its subsidiary, Craft Canning + Printing (“Craft C+P”), entered into a Debt Exchange Agreement (the “Debt Exchange Agreement”), which closed on October 7, 2024, resulting in the assignment by the Company of 720 barrels of spirits to Craft C+P, followed by the merger of Craft C+P into a limited liability company owned by certain creditors of the Company and the deconsolidation of Craft C+P. The Company accounted for the asset and equity transfers associated with the various transactions at fair value in accordance with ASC 470-60,Debt - Troubled Debt Restructurings by Debtors.
Current wording
On September 4, 2024, the Company and its subsidiary, Craft Canning + Printing (“Craft C+P”), entered into a Debt Exchange Agreement, which closed on October 7, 2024, resulting in the assignment by the Company of 720 barrels of spirits to Craft C+P, followed by the merger of Craft C+P into a limited liability company owned by certain creditors of the Company and the deconsolidation of Craft C+P. The Company accounted for the asset and equity transfers associated with the various transactions at fair value in accordance with ASC 470-60,Debt - Troubled Debt Restructurings by Debtors.
Previous wording
Subsequent to the execution of the Debt Exchange Agreement, the Company organized a subsidiary, Bridgetown Spirits, which was incorporated on October 3, 2024, and assigned the Company’s business of manufacturing and marketing spirits to Bridgetown Spirits. The Company owned 53% of Bridgetown Spirits as of June 30, 2025*.*On July 25, 2025, the Company disposed of its 53% interest in Bridgetown Spirits in exchange for the satisfaction of debt and as a result Bridgetown Spirits is no longer a subsidiary of the Company. The assets and liabilities of Bridgetown Spirits have been classified as held for sale as of June 30, 2025 and December 31, 2024. The operating results of Bridgetown Spirits have been classified as discontinued operations for the three and six months ended June 30, 2025 and 2024.
Current wording
Subsequent to the execution of the Debt Exchange Agreement, the Company organized a subsidiary, Bridgetown Spirits, which was incorporated on October 3, 2024, and assigned the Company’s business of manufacturing and marketing spirits to Bridgetown Spirits. On July 25, 2025, the Company disposed of its 53% interest in Bridgetown Spirits in exchange for the satisfaction of debt and as a result Bridgetown Spirits is no longer a subsidiary of the Company.
Previous wording
Upon completion of the Debt Exchange Agreement, the Company was no longer involved in the business of digital printing and mobile canning. The Company reports discontinued operations by applying the following criteria in accordance with ASC 205-20,Presentation of Financial Statements – Discontinued Operations: (1) Component of an entity; (2) Held for sale criteria; and (3) Strategic shift. Given that the effect of the Debt Exchange Agreement meets all the criteria for classification of held for sale, the assets and liabilities of Craft C+P were disposed of on October 7, 2024. The operating results of Craft C+P have been classified as discontinued operations during the three and six months ended June 30, 2024.
Current wording
Upon completion of the debt exchange agreements, the Company was no longer involved in the business of spirits, and digital printing and mobile canning. The Company reports discontinued operations by applying the following criteria in accordance with ASC 205-20,Presentation of Financial Statements – Discontinued Operations: (1) Component of an entity; (2) Held for sale criteria; and (3) Strategic shift. Given that the effect of the debt exchange agreements meet all the criteria for classification of held for sale, the assets and liabilities of Bridgetown Spirits and Craft C+P were disposed of on July 25, 2025 and October 7, 2024, respectively. The assets and liabilities of Bridgetown Spirits have been classified as held for sale as of December 31, 2024. The operating results of Bridgetown Spirits and the spirits segment have been classified as discontinued operations for the three and nine months ended September 30, 2025 and 2024. The operating results of Craft C+P have been classified as discontinued operations during the three and nine months ended September 30, 2024.
Previous wording
The Company has one majority-owned subsidiary, Nimble Title Holdings, Inc. (“Nimble Title Holdings”). Nimble Title Holdings is 50.1% owned by the Company and 49.9% owned by a former non-controlling shareholder of Beeline Financial.
Current wording
The Company has one majority-owned subsidiary, Nimble Title Holdings, Inc. (“Nimble Title Holdings”). Nimble Title Holdings is 50.1% owned by the Company and 49.9% owned by a former non-controlling stockholder of Beeline Financial.
Previous wording
Beeline Financial is the holding company for Beeline Loans, Beeline Title Holdings and Beeline Labs. Through its subsidiaries, the group operates a full-service, direct-to-consumer digital mortgage lender specializing in conventional conforming and non-conforming residential first-lien mortgages, a title provider offering title, escrow, and closing services, and a technology platform licensing a proprietary software-as-a-service (“SaaS”) product. Additionally, Beeline Loans, through a technology platform that it has built, supports a fractional equity product in partnership another company, which uses cryptocurrency backed by residential real estate.
Current wording
Beeline Loans, Beeline Title Holdings, Beeline Labs, and their subsidiaries, operate a full-service, direct-to-consumer digital mortgage lender specializing in conventional conforming and non-conforming residential first-lien mortgages, a title provider offering title, escrow, and closing services, and a technology platform licensing a proprietary software-as-a-service (“SaaS”) product. Additionally, Beeline Loans, through a technology platform that it has built, supports a fractional equity product in partnership another company, which uses cryptocurrency backed by residential real estate.
Previous wording
Beeline Financial’s performance is influenced by several key factors, including fluctuations in interest rates, economic conditions, housing supply, technological advancements, and its ability to acquire and retain customers. Interest rate changes have a direct impact on mortgage loan refinancing and overall mortgage loan volume. In a declining interest rate environment, refinancing activity typically increases, whereas rising interest rates tend to reduce refinancing and home purchase transactions. However, higher rates can also drive demand for cash-out refinancings and home equity loans. Following a prolonged period of historically low rates, interest rates began to rise in April 2021 due to inflation, increases in the federal funds rate, and other monetary policies. This upward trend, which continued through 2023, significantly reduced mortgage market activity and the pool of borrowers who could benefit from refinancing. Additionally, higher rates discourage homebuyers from entering the market and lead to a more competitive lending environment, compressing margins and reducing origination volumes.
Current wording
The Company’s performance is influenced by several key factors, including fluctuations in interest rates, economic conditions, housing supply, technological advancements, and its ability to acquire and retain customers. Interest rate changes have a direct impact on mortgage loan refinancing and overall mortgage loan volume. In a declining interest rate environment, refinancing activity typically increases, whereas rising interest rates tend to reduce refinancing and home purchase transactions. However, higher rates can also drive demand for cash-out refinancings and home equity loans. Following a prolonged period of historically low rates, interest rates began to rise in April 2021 due to inflation, increases in the federal funds rate, and other monetary policies. This upward trend, which continued through 2023, significantly reduced mortgage market activity and the pool of borrowers who could benefit from refinancing. Additionally, higher rates discourage homebuyers from entering the market and lead to a more competitive lending environment, compressing margins and reducing origination volumes.
Previous wording
The broader economic environment plays a crucial role in mortgage lending activity. Interest rate movements, employment trends, home price appreciation, and consumer confidence all affect mortgage origination volumes. Typically, home sales peak in the second and third quarters, but in 2022 and 2023, rising interest rates and ongoing housing supply constraints disrupted these seasonal trends. Despite steady consumer demand for credit, high interest rates and economic uncertainty may cause borrowers to delay financing decisions, leading to fluctuations in Beeline’s revenue and financial performance.
Current wording
The broader economic environment plays a crucial role in mortgage lending activity. Interest rate movements, employment trends, home price appreciation, and consumer confidence all affect mortgage origination volumes. Typically, home sales peak in the second and third quarters, but in 2022 and 2023, rising interest rates and ongoing housing supply constraints disrupted these seasonal trends. Despite steady consumer demand for credit, high interest rates and economic uncertainty may cause borrowers to delay financing decisions, leading to fluctuations in the Company’s revenue and financial performance.
Previous wording
Limited housing supply has constrained home purchase activity. Rising interest rates have further exacerbated this issue by increasing home prices, reducing affordability, and discouraging transactions. However, Beeline believes that persistent imbalances between supply and demand will ultimately drive greater home construction, expanding housing inventory and stimulating future mortgage activity.
Current wording
Limited housing supply has constrained home purchase activity. Rising interest rates have further exacerbated this issue by increasing home prices, reducing affordability, and discouraging transactions. However, the Company believes that persistent imbalances between supply and demand will ultimately drive greater home construction, expanding housing inventory and stimulating future mortgage activity.
Previous wording
Beeline Financial’s ability to attract and retain customers depends on delivering a seamless and competitive digital mortgage experience. The shift toward digital transactions, accelerated by the COVID-19 pandemic, has increased consumer willingness to engage in high-value online purchases, including mortgage applications. Beeline Financial’s platform is designed to provide a convenient and efficient digital experience, positioning it favorably against traditional mortgage origination methods. With Millennial and Generation Z homeownership rates on the rise, Beeline Financial anticipates continued growth in demand for digital mortgage solutions.
Current wording
The Company’s ability to attract and retain customers depends on delivering a seamless and competitive digital mortgage experience. The shift toward digital transactions, accelerated by the COVID-19 pandemic, has increased consumer willingness to engage in high-value online purchases, including mortgage applications. The Company’s platform is designed to provide a convenient and efficient digital experience, positioning it favorably against traditional mortgage origination methods. With Millennial and Generation Z homeownership rates on the rise, The Company anticipates continued growth in demand for digital mortgage solutions.
Previous wording
Technological innovation remains central to Beeline Financial’s strategy. Beeline Financial’s proprietary technology enhances efficiency, reduces costs, and improves loan processing quality. By automating key origination tasks, Beeline Financial streamlines interactions for consumers, employees, and partners. Its intuitive digital interface minimizes reliance on paper applications and manual processes, enabling faster and more efficient loan transactions. Continued investment in automation and technology development will further reduce production costs and enhance customer acquisition efforts.
Current wording
Technological innovation remains central to the Company’s strategy. The Company’s proprietary technology enhances efficiency, reduces costs, and improves loan processing quality. By automating key origination tasks, the Company streamlines interactions for consumers, employees, and partners. Its intuitive digital interface minimizes reliance on paper applications and manual processes, enabling faster and more efficient loan transactions. Continued investment in automation and technology development will further reduce production costs and enhance customer acquisition efforts.
Previous wording
Customer acquisition is another critical component of Beeline Financial’s success. Beeline Financial aims to expand its reach while providing a highly personalized digital experience. If traditional customer acquisition methods prove insufficient, especially in challenging market conditions, Beeline Financial may need to invest additional resources in sales and marketing to maintain growth. Increased marketing expenditures could elevate service costs, making it essential to balance customer acquisition efforts with cost efficiency.
Current wording
Customer acquisition is another critical component of the Company’s success. The Company aims to expand its reach while providing a highly personalized digital experience. If traditional customer acquisition methods prove insufficient, especially in challenging market conditions, the Company may need to invest additional resources in sales and marketing to maintain growth. Increased marketing expenditures could elevate service costs, making it essential to balance customer acquisition efforts with cost efficiency.
Previous wording
In the ordinary course of Beeline Financial’s operations, it finances the majority of its loan volume on a short-term basis, typically less than 10 days, mainly utilizing a warehouse line of credit with a capacity of $5.0 million. The repayments of Beeline Financial’s borrowings come from the revenue generated by selling its loans to a network of purchasers.
Current wording
In the ordinary course of the Company’s operations, it finances the majority of its loan volume on a short-term basis, typically less than 10 days, mainly utilizing three warehouse lines of credit with a capacity of $25.0 million. The repayments of the Company’s borrowings come from the revenue generated by selling its loans to a network of purchasers.
Previous wording
In 2024, Beeline Financial made significant investments in its platform to leverage mortgage origination opportunities, despite overall lower volumes compared to 2020 and 2021 due to fluctuating interest rates. In the fourth quarter, a temporary decline in the 10-year Treasury rate drove a notable increase in loan originations, reinforcing our belief that interest rates, housing supply, and affordability will remain key factors influencing future volume. Additionally, Beeline Financial has expanded its focus on its B2B SaaS strategy, which is also subject to macroeconomic conditions.
Current wording
In 2024, the Company made significant investments in its platform to leverage mortgage origination opportunities, despite overall lower volumes compared to 2020 and 2021 due to fluctuating interest rates. In the fourth quarter, a temporary decline in the 10-year Treasury rate drove a notable increase in loan originations, reinforcing the Company’s belief that interest rates, housing supply, and affordability will remain key factors influencing future volume. Additionally, the Company has expanded its focus on its B2B SaaS strategy, which is also subject to macroeconomic conditions.
Previous wording
To measure operational efficiency and growth, we track a range of performance metrics in our lending and title businesses, including production data. Beeline Loans, the principal operating subsidiary of Beeline Financial, uses data to track margin and gain-on-sale revenue. The title companies use data to track file revenue. Beeline uses industry tools to benchmark its margin and note rates against the broader mortgage origination market. We also evaluate key business drivers for Beeline Financial subsidiaries, such as Beeline Labs, by monitoring revenue, unit sales, and SaaS (B2B) growth potential. Additionally, we assess customer acquisition costs and profitability per loan to optimize financial performance. These key indicators help gauge progress toward our strategic and long-term growth objectives.
Current wording
To measure operational efficiency and growth, the Company tracks a range of performance metrics in its lending and title businesses, including production data. Beeline Loans, the principal operating subsidiary of the Company, uses data to track margin and gain-on-sale revenue. The title companies use data to track file revenue. The Company uses industry tools to benchmark its margin and note rates against the broader mortgage origination market. The Company also evaluates key business drivers for its subsidiaries by monitoring revenue, unit sales, and SaaS (B2B) growth potential. Additionally, the Company assesses customer acquisition costs and profitability per loan to optimize financial performance. These key indicators help gauge progress toward our strategic and long-term growth objectives.
Previous wording
In July 2025, the Company’s subsidiary, Beeline Labs, launched BlinkQC, a SaaS platform designed to automate pre-close quality control (“QC”) reviews for mortgage loan files. Beeline Loans has been beta testing BlinkQC in its own operation and will use BlinkQC for its pre-close QC. Later this year, Beeline Labs plans to license BlinkQC as SaaS to other mortgage companies. BlinkQC uses artificial intelligence to ingest loan document packages, extract and validate data, apply customizable rule sets, and generate compliance reports.
Current wording
In July 2025, the Company’s subsidiary, Beeline Labs, launched BlinkQC, a SaaS platform designed to automate pre-close quality control (“QC”) reviews for mortgage loan files. Beeline Loans uses BlinkQC in its own operation for its pre-close QC. Later this year, Beeline Labs plans to license BlinkQC as SaaS to other mortgage companies. BlinkQC uses artificial intelligence to ingest loan document packages, extract and validate data, apply customizable rule sets, and generate compliance reports. Critical data points are being collected from the Beeline Labs launch and integrations are set to start in early December opening BlinkQC up to over 1,000 Banks and Independent Mortgage Banks. The Beeline Labs data and integrations are essential for a broader launch.
Previous wording
On June 25, 2025, Beeline Title closed, what it believes to be one of the first-ever fractional sale of home real estate transactions funded through the sale of a cryptocurrency with a partner who will fund these transactions for us through the sale of a crypto token which is backed by real property. While neither the Company, nor its subsidiaries, mints the token, Beeline Title will handle the settlement and title portions of these transactions for its client, who is minting the token (see below for more information about this company). The June transaction marked a major milestone in the evolution of blockchain-driven real estate finance, bridging decentralized finance with traditional title and escrow services. In the third quarter of 2025, Beeline Loans will provide customer acquisition services and support to the company minting the token and offering the equity exchange and Beeline Title will provide the title and closing services for each transaction—unless borrowers elect to use an outside title company. Importantly, Beeline Title will open this platform to all mortgage lenders, giving them access to a proven solution for cryptocurrency token transaction reconciliation, compliance, and disbursement. As cryptocurrency adoption accelerates and becomes regulated by federal and state governments, the Company is positioning itself as a leader in this fast-moving ecosystem, offering trusted infrastructure to help lenders scale into a future where crypto and compliance go hand-in-hand. The Company collaborates with a related party company which is co-owned by the Company’s Chief Executive Officer, Nicholas Liuzza, by which the company funds the transactions through the sale of a cryptocurrency token which is backed by real property. See Note 19 – Related Party Transactions in the footnotes to the financial statements contained in this report. Passing of the GENIUS Act in June 2025 has delayed the full launch of Beeline Equity to early quarter four of 2025. Prior to a full launch, Beeline Loans and Beeline Title will close many transactions as the product and process are perfected.
Current wording
On June 25, 2025, Beeline Title closed, what it believes to be one of the first-ever fractional sale of home real estate transactions funded through the sale of a cryptocurrency with a related party partner who funds these transactions for us through the sale of a crypto token which is backed by real property. While neither the Company, nor its subsidiaries, mints the token, Beeline Title handles the settlement and title portions of these transactions for its client, who is minting the token (see below for more information about this company). The June transaction marked a major milestone in the evolution of blockchain-driven real estate finance, bridging decentralized finance with traditional title and escrow services.
Previous wording
The Merger was structured and accounted for as a business combination with the Company as the acquirer of 100% of the controlling equity interests of Beeline Financial and its subsidiaries. The Company’s consolidated financial statements for the six months ended June 30, 2024 do not include Beeline Financial’s results of operations. The Company’s consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805,Business Combinations, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Due to the Merger, management believes that the consolidated results of operations for 2025 are not directly comparable to those of 2024, as the prior year reflects the performance of only the corporate segment.
Current wording
The Merger was structured and accounted for as a business combination with the Company as the acquirer of 100% of the controlling equity interests of Beeline and its subsidiaries. The Company’s consolidated financial statements for the nine months ended September 30, 2024 do not include Beeline’s results of operations. The Company’s consolidated financial statements reflect the final purchase accounting adjustments in accordance with ASC 805,Business Combinations, whereby the purchase price was allocated to the assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Due to the Merger, management believes that the consolidated results of operations for 2025 are not directly comparable to those of 2024, as the prior year reflects the performance of only the corporate segment.
Previous wording
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. As a result of the merger, the statement of operations for the three and six months ended June 30, 2024 represents the new structure and retrospectively reclassifies discontinued operations.
Current wording
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. As a result of the merger, the statement of operations for the three and nine months ended September 30, 2024 represents the new structure and retrospectively reclassifies discontinued operations.
Previous wording
As a result of the structure of the Merger, the Company will amortize $15.2 million over a five-year period ending October 2029 and $0.4 million over a four-year period ending October 2028. This Merger-related amortization is $0.8 million each quarter and is non-cash.
Current wording
As a result of the Merger, the Company will amortize $15.2 million over a five-year period ending October 2029 and $0.4 million over a four-year period ending October 2028. This Merger-related amortization is $0.8 million each quarter and is non-cash.
Previous wording
Three and Six Months Ended June 30, 2025 Compared to the Three and Six Months Ended June 30, 2024
Current wording
Three and Nine Months Ended September 30, 2025 Compared to the Three and Nine Months Ended September 30, 2024
Previous wording
For the three and six months ended June 30, 2025, net loss from continuing operations increased to $4.0 million and $10.7 million, respectively, from $0.7 million and $1.3 million for the three and six months ended June 30, 2024, respectively, reflecting the inclusion of Beeline’s results of operations for 2025.
Current wording
For the three and nine months ended September 30, 2025, net loss from continuing operations increased to $3.6 million and $14.3 million, respectively, from $0.8 million and $2.1 million for the three and nine months ended September 30, 2024, respectively, reflecting the inclusion of Beeline’s results of operations for 2025.
Previous wording
***Interest Expense.***Interest expense, exclusive of the warehouse line of credit, was $0.4 million and $2.3 million for the three and six months ended June 30, 2025, respectively, and $0.3 million and $0.6 million for the three and six months ended June 30, 2024, respectively, primarily related to interest on debt and the amortization of debt and warrant related expenses.
Current wording
***Interest Expense.***Interest expense, exclusive of the warehouse line of credit, was $0.1 million and $2.3 million for the three and nine months ended September 30, 2025, respectively, and $0.4 million and $1.0 million for the three and nine months ended September 30, 2024, respectively, primarily related to interest on debt and the amortization of debt and warrant related expenses.
Previous wording
***Preferred stock dividends.***Preferred stock dividends were $37,500 and $0.1 million for each of the three and six months ended June 30, 2025 and 2024, respectively, representing the Series B preferred stock dividend of 6% per annum.
Current wording
***Preferred stock dividends.***Preferred stock dividends were $37,500 and $0.1 million for each of the three and nine months ended September 30, 2025 and 2024, respectively, representing the Series B preferred stock dividend of 6% per annum.
Previous wording
***Deemed dividend - preferred stock Series G and warrant price protection.***On March 25, 2025, the Company sold shares under the ELOC at $1.67 per share, which was less than the Series G Preferred Stock original conversion price of $5.10 per share, resulting in the reduction of the conversion price of the Series G Preferred Stock to $1.67 per share as a result of the price protection adjustment related to the conversion of the Series G Preferred Stock. Additionally, the Warrants issued in the Series G Preferred Stock offering had their exercise price reduced to $1.67 and resulted in an increase in common shares issuable upon exercise of 1,774,986 under the full price protection adjustment of the Warrants. On June 16, 2025, the Company sold shares under the ELOC at $0.66 per share, which was less than the exercise price of the Warrants adjusted in March 2025, resulting in the reduction of the exercise price of the warrants to $0.66 per share and an increase in common shares issuable upon exercise of 3,655,482 under the full price protection adjustment of the Warrants. The Company recorded a deemed dividend related to the price protection of $2.2 million and $6.8 million for the three and six months ended June 30, 2025, respectively.
Current wording
***Deemed dividend - preferred stock Series G and warrant price protection.***On March 25, 2025, the Company sold shares under the ELOC Agreement at $1.67 per share, which was less than the Series G Preferred Stock original conversion price of $5.10 per share, resulting in the reduction of the conversion price of the Series G Preferred Stock to $1.67 per share as a result of the price protection adjustment related to the conversion of the Series G Preferred Stock. Additionally, the Warrants issued in the Series G Preferred Stock offering had their exercise price reduced to $1.67 and resulted in an increase in common shares issuable upon exercise of 1,774,986 under the full price protection adjustment of the Warrants. On June 16, 2025, the Company sold shares under the ELOC Agreement at $0.66 per share, which was less than the exercise price of the Warrants adjusted in March 2025, resulting in the reduction of the exercise price of the warrants to $0.66 per share and an increase in common shares issuable upon exercise of 3,655,482 under the full price protection adjustment of the Warrants. The Company recorded a deemed dividend related to the price protection of $0 and $6.8 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
The following discussion provides an analysis of the financial performance of each of our reportable segments consisting of Beeline Financial and Corporate. We evaluate segment performance based on key financial and operational metrics, including revenue, operating income, and margin trends. The results of each segment are presented in accordance with our internal management reporting structure.
Current wording
The following discussion provides an analysis of the financial performance of each of our reportable segments consisting of Beeline Loans, Beeline Title Holdings and Corporate. We evaluate segment performance based on key financial and operational metrics, including revenue, operating income, and margin trends. The results of each segment are presented in accordance with our internal management reporting structure.
Previous wording
Corporate primarily consists of general corporate expenses, including public company costs, executive compensation, legal and regulatory compliance, and other administrative functions that support the overall business. This segment also includes holding company expenses, such as financing costs, investor relations, and strategic corporate initiatives that are not directly attributable to any operating segment. As this segment does not generate revenue, its financial results primarily reflect overhead, and governance-related expenditures incurred to support the company’s publicly traded status and corporate infrastructure.
Current wording
Corporate primarily consists of general corporate expenses, including public company costs, executive compensation, legal and regulatory compliance, and other administrative functions that support the overall business. This segment also includes holding company expenses, such as financing costs, accounting, legal, insurance, investor relations, and strategic corporate initiatives that are not directly attributable to any operating segment. As this segment does not generate revenue, its financial results primarily reflect overhead, and governance-related expenditures incurred to support the company’s publicly traded status and corporate infrastructure.
Previous wording
For the three and six months ended June 30, 2025, Beeline Financial originated $15.1 million and $54.9 million in residential mortgage loans and reported net revenues of $1.7 million and $3.1 million and a net loss of $1.6 million and $3.9 million, respectively.
Current wording
For the three and nine months ended September 30, 2025, Beeline Loans originated $43.3 million and $98.2 million in residential mortgage loans, respectively; reported net revenues of $2.0 million and $4.2 million, respectively; and reported a net loss of $1.2 million and $4.8 million, respectively.
Previous wording
When the mortgage loan is sold into the secondary market (i.e. funded), any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans. Gain on sale of loans, net was $1.0 million and $1.9 million for the three and six months ended June 30, 2025, respectively.
Current wording
When the mortgage loan is sold into the secondary market (i.e. funded), any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans. Gain on sale of loans, net was $1.7 million and $3.6 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
Loan origination fees. Loan origination fees generally include underwriting and processing fees, investor fees, and other related expenses. Loan origination fees were $0.2 million and $0.3 million for the three and six months ended June 30, 2025, respectively.
Current wording
Loan origination fees. Loan origination fees generally include underwriting and processing fees, investor fees, and other related expenses. Loan origination fees were $0.3 million and $0.6 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
***Loan interest income and expense.***Interest income is interest earned on mortgage loans held for sale and interest expense is paid on our loan funding facilities. Net interest income was $7,075 and $13,110 for the three and six months ended June 30, 2025, respectively.
Current wording
***Loan interest income and expense.***Interest income is interest earned on mortgage loans held for sale and interest expense is paid on our loan funding facilities. Net interest expense was $22,307 and $9,197 for the three and nine months ended September 30, 2025, respectively.
Previous wording
***Depreciation and amortization.***Depreciation and amortization expenses consist primarily of amortization related to internal-use software and was $0.8 million and $1.6 million for the three and six months ended June 30, 2025, respectively.
Current wording
***Depreciation and amortization.***Depreciation and amortization expenses consist primarily of amortization related to internal-use software and was $0.8 million and $2.4 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
***Other operating expenses.***Other operating expenses consist of expenses directly related to the origination of loans and are charged by investors at the sale of loans excluding interest. Other operating expenses were $0.3 million and $1.0 million for the three and six months ended June 30, 2025, respectively.
Current wording
***Other operating expenses.***Other operating expenses consist of expenses directly related to the origination of loans and are charged by investors at the sale of loans excluding interest, and software service providers. Other operating expenses were $0.6 million and $1.5 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
***Title fees.***Title fees consist of title policy premiums and settlement fees charged to the borrower and seller on a transaction. Title fees were $0.4 million and $0.8 million for the three and six months ended June 30, 2025, respectively.
Current wording
***Title fees.***Title fees consist of title policy premiums and settlement fees charged to the borrower and seller on a transaction. Title fees were $0.4 million and $1.2 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
***General and administrative expenses.***General and administrative expenses consist primarily of software service providers and were flat and $0.4 million for the three and six months ended June 30, 2025, respectively.
Current wording
***General and administrative expenses.***General and administrative expenses consist primarily of shipping costs and professional services and were flat and $0.1 million for the three and nine months ended September 30, 2025, respectively.
Previous wording
We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.
Current wording
We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, loss on extinguishment of debt, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.
Previous wording
For the six months ended June 30, 2025 and 2024, net cash used in operating activities of continuing operations increased to $5.6 million from $0.6 million, respectively, primarily due to the inclusion of Beeline’s net loss of $3.9 million for the six months ended June 30, 2025.
Current wording
For the nine months ended September 30, 2025 and 2024, net cash used in operating activities of continuing operations increased to $12.1 million from $1.3 million primarily due to the inclusion of Beeline’s net loss from continuing operations of $14.3 million for the nine months ended September 30, 2025.
Previous wording
For the six months ended June 30, 2025, net cash used in investing activities of continuing operations was $0.1 million related to internal-use software development costs. For the six months ended June 30, 2024, investing activities were nil.
Current wording
For the nine months ended September 30, 2025, net cash used in investing activities of continuing operations was $0.5 million related to internal-use software development costs and the investment in SAFEs. For the nine months ended September 30, 2024, investing activities were nil.
Previous wording
For the six months ended June 30, 2025, net cash provided by financing activities of continuing operations was $10.9 million primarily from $15.8 million raised from equity transactions, offset by repayments of $0.9 million of the warehouse line and $4.1 million of secured credit facilities. For the six months ended June 30, 2024, net cash provided by financing activities of continuing operations was $1.1 million.
Current wording
For the nine months ended September 30, 2025, net cash provided by financing activities of continuing operations was $13.0 million primarily from $17.0 million raised from equity transactions and borrowings of $2.3 million from the warehouse line, offset by $7.3 million of debt principal. For the nine months ended September 30, 2024, net cash provided by financing activities of continuing operations was $1.5 million primarily from proceeds from secured credit facilities.
Previous wording
**Liquidity.**Our primary sources of liquidity consist of cash and cash equivalents, cash flow from our operating businesses, proceeds from asset sales and dispositions, and short-term borrowing facilities, including revolving credit lines. Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of June 30, 2025, we have $6.3 million in cash.
Current wording
**Liquidity.**Our primary sources of liquidity consist of cash and cash equivalents, cash flow from our operating businesses, proceeds from asset sales and dispositions, and short-term borrowing facilities, including revolving credit lines. Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of September 30, 2025, the Company has $1.3 million in cash.
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Current report — wording carried from elsewhere
As cryptocurrency adoption accelerates and becomes regulated by federal and state governments, the Company is positioning itself as a leader in this fast-moving ecosystem, offering trusted infrastructure to help lenders scale into a future where crypto and compliance go hand-in-hand. The Company collaborates with a related party company which is co-owned by the Company’s Chief Executive Officer, Nicholas Liuzza, by which the company funds the transactions through the sale of a cryptocurrency token which is backed by real property. See Note 19 – Related Party Transactions, in the footnotes to the financial statements contained in this report.