Beeline Holdings, Inc.

For the period ended Dec 31, 2025. Filed Mar 31, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 31, 2026

BLNE$0.60-1.6%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. EXHIBITS

EXHIBIT INDEX

Exhibit · Filed/ Furnished · Incorporated by Reference
No. · Description · Herewith · Form · Exhibit No. · Filing Date
1.1	At The Market Offering Agreement, dated April 30, 2025	8-K	1.1	5/1/25
3.1	Amended and Restated Articles of Incorporation of the Company	S-1	3.1	11/14/11
3.2	Articles of Merger	8-K	3.1	11/19/14
3.3	Certificate of Change	8-K	3.1	10/6/16
3.4	Certificate of Change	8-K	3.1	6/14/17
3.5	Certificate of Amendment of Articles of Incorporation	8-K	3.1	8/31/21
3.6	Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock	8-K	4.1	7/29/25
3.6(a)	Certificate of Amendment to Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock	8-K	4.1	1/30/26
3.7	Certificate of Amendment to Designation of Series B preferred Stock	8-K	3.1	10/25/21
3.8	Certificate of Change	8-K	3-a	5/9/23
3.9	Certificate of Designation of Series C Preferred Stock	8-K	3-a	9/29/23
3.10	Certificate of Amendment of Articles of Incorporation	8-K	3-a	1/4/24
3.11	Certificate of Designations of the Series F Convertible Preferred Stock	8-K	3-c	10/7/24
3.11(a)	Certificate of Correction - Series F Convertible Preferred Stock	8-K	3(b)	12/3/24
3.12	Certificate of Designations of the Series F-1 Convertible Preferred Stock	8-K	3-d	10/7/24
3.12(a)	Certificate of Correction - Series F-1 Convertible Preferred Stock	8-K	3(c)	12/3/24
3.13	Certificate of Designation of Series G Convertible Preferred Stock	8-K	3(a)(1)	12/3/24
3.13(a)	Certificate of Correction - Series G Convertible Preferred Stock	8-K	3(a)(2)	12/3/24
3.13(b)	Certificate of Amendment to Series G, filed on January 21, 2025	8-K	3(a)(3)	1/21/25
3.13(c)	Certificate of Amendment to the Series G Certificate of Designations	8-K	3(a)(3)	3/5/25
3.13(d)	Second Certificate of Amendment of Series G Preferred Stock	8-K	3.1	4/30/25
3.14	Certificate of Amendment of Articles of Incorporation	8-K	3.1	1/30/25
3.15	Certificate of Amendment to the Amended and Restated Articles of Incorporation	8-K	3.1	3/13/25
3.16	Amended and Restated Bylaws	8-K	3.1	12/30/25
4.1	Form of Pre-Funded Warrant	8-K	4.4	9/10/24
4.2	Form of Warrant	8-K	4(a)	12/3/24

4.3	Form of Warrant	8-K	4.1	11/26/24
4.4	Description of Securities	DEF 14A		2/5/2025
4.5	Form of Placement Agent Warrant	8-K	4.1	11/12/25
10.1	Amended and Restated 2025 Equity Incentive Plan	10-Q	10.5	11/14/25
10.2	Debt Satisfaction Agreement dated September 29, 2023 among the Co, The B.A.D. Company, LLC, Aegis Security Insurance Company, Bigger Capital Fund, LP, District 2 Capital Fund, LP, LDI Investments, LLC and TQLA, LLC	8-K	10.a	9/29/23
10.3	Loan Agreement dated May 15, 2024 among the Company, The B.A.D. Company, LLC, Aegis Security Insurance Company, Bigger Capital Fund, LP, District 2 Capital Fund, LP and LDI Investments, LLC	8-K	10-a	5/21/24
10.4	Executive Employment Agreement dated July 3, 2024 between the Company and Geoffrey Gwin	8-K	10-a	7/10/24
10.5	Debt Exchange Agreement dated September 4, 2024 among the Company, Craft Canning & Bottling, LLC, Aegis Security Insurance Company, Bigger Capital Fund, LP, District 2 Capital Fund, LP LDI Investments, LLC William Esping, WPE Kids Partners and Robert Grammen	8-K	10-b	9/5/24
10.6	Form of Securities Purchase Agreement	8-K	10.1	9/10/24
10.7	Placement Agent Agreement between the Company and Joseph Gunnar & Co., LLC	8-K	10.2	9/10/24
10.8	First Amended and Restated Debt Exchange Agreement dated October 3, 2024 among the Company, Craft Canning & Bottling, LLC, Aegis Security Insurance Company, Bigger Capital Fund, LP, District 2 Capital Fund, LP LDI Investments, LLC William Esping, WPE Kids Partners and Robert Grammen	8-K	10-a	10/7/24
10.9	Agreement and Plan of Merger and Reorganization by and among the Company, East Acquisition Sub, Inc. and Beeline Financial Holdings, Inc.	8-K	10-b	10/7/24
10.10	First Amendment Agreement and Plan of Merger and Reorganization by and among the Company, East Acquisition Sub, Inc. and Beeline Financial Holdings, Inc. dated October 7, 2024	8-K	10-c	10/7/24
10.11	Amendment No. 1 dated October 7, 2024 to Executive Employment Agreement dated July 3, 2024 between the Company and Geoffrey Gwin	8-K	10-d	10/7/24
10.12	Form of Securities Purchase Agreement dated November 13, 2024+	8-K	10.1	11/15/24
10.13	Form of Senior Secured Note dated November 14, 2024+	8-K	10.2	11/15/24
10.14	Form of Prepaid Warrant to Purchase Common Stock dated November 14, 2024+	8-K	10.3	11/15/24
10.15	Form of Registration Rights Agreement dated November 14, 2024+	8-K	10.4	11/15/24
10.16	Form of Shareholder Pledge Agreement dated November 14, 2024+	8-K	10.5	11/15/24
10.17	Form of Security and Pledge Agreement dated November 14, 2024+	8-K	10.6	11/15/24
10.18	Form of Guaranty dated November 14, 2024+	8-K	10.7	11/15/24
10.19	Form of Side Letter #1 dated November 14, 2024+	8-K	10.8	11/15/24
10.20	Form of Side Letter #2 dated November 14, 2024+	8-K	10.9	11/15/24

10.21	Form of Side Letter #3 dated November 14, 2024+		8-K	10.10	11/15/24
10.22	Form of Placement Agency Agreement dated November 14, 2024+		8-K	10.11	11/15/24
10.23	Form of Securities Purchase Agreement+		8-K	10(a)	12/3/24
10.24	Form of Registration Rights Agreement+		8-K	10(b)	12/3/24
10.25	Common Stock Purchase Agreement (ELOC)		S-1/A	10.23	1/3/2025
10.26	Registration Rights Agreement (ELOC)		S-1/A	10.24	1/3/2025
10.27	ELOC Side Letter		S-1/A	10.25	1/3/2025
10.28	Termination Agreement		S-1/A	10.26	1/3/2025
10.29	Amended and Restated Common Stock Purchase Agreement (ELOC)		8-K	10.1	3/10/25
10.30	Amended and Restated Registration Rights Agreement (ELOC)		8-K	10.2	3/10/25
10.31	Letter Agreement for Amendment of Liuzza Warrants		8-K	10.1	4/30/25
10.32	Debt Satisfaction Agreement dated July 25, 2025		8-K	10.1	7/29/25
10.33	Senior Secured Original Issue Discount Promissory Note and Security Agreement dated July 25, 2025		8-K	10.2	7/29/25
10.32	Form of Restricted Stock Agreement		8-K	10.1	10/8/25
10.33	Form of Restricted Stock Unit Agreement		8-K	10.2	10/8/25
10.34	Form of Option Agreement		8-K	10.3	10/8/25
10.35	Letter Agreement dated September 8, 2025		S-1	10.40	10/21/25
10.36	Letter Agreement dated October 22, 2025		8-K	10.1	10/28/25
10.37	Form of Securities Purchase Agreement		8-K	10.1	11/12/25
10.38	Form of Placement Agency Agreement		8-K	10.2	11/12/25
10.39	Form of Letter Agreement		8-K	10.1	1/30/26
14.1	Code of Conduct and Ethics		8-K	14.1	8/7/25
16.1	Letter from M&K CPAS, PLLC		8-K	16	12/5/24
21.1	Subsidiaries	(1)
23.1	Consent of Salberg & Company	(1)
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)	(1)
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)	(1)
32.1	Certification of Chief Executive Office pursuant to 18 U.S.C. Section 1350	(2)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350	(2)
97	Clawback Policy		10-K	97	4/15/25
101.INS	Inline XBRL Instance Document	(1)
101.SCH	Inline XBRL Taxonomy Extension Schema	(1)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase	(1)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase	(1)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase	(1)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase	(1)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	(1)

+	Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC Staff upon request.
#	Indicates management compensatory plan, contract or agreement.
(1)	Filed herein.
(2)	This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.
	Copies of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at Beeline Holdings, Inc., 188 Valley Street, Suite 225, Providence, RI 02909.

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.