Beeline Holdings, Inc.

U. S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended March 31,2025

For the transition period from ___________ to _____________

Commission File Number 001-38182

BEELINE HOLDINGS, INC.

(Name of small business issuer as specified in its charter)

188 Valley Street, Suite 225

Providence, RI 02909

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code:(458) 800-9154

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 day.Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes ☒ No ☐

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.Yes☐No☒

As of May 19, 2025,9,061,418 shares of our common stock were outstanding.

**Documents Incorporated by Reference:**None.

BEELINE HOLDINGS, INC.

FORM 10-Q

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