Beeline Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 20, 2025.
View on SEC.govAbout this filing
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.
Mar 31, 2025 · Filed May 20, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-15.
0001493152-24-046343
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-20.
0001641172-25-011724
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe 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 11 previous paragraphs and 8 current paragraphs.
6 unchanged; 1 reworded; 1 added; 4 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 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.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024.
Added paragraphs (1)
Current report
From March 10, 2025 through May 16, 2025, the Company issued 2,562,875 shares of the Company’s common stock to an investor pursuant to an Amended and Restated Common Stock Purchase Agreement dated as of March 7, 2025 for various fixed purchases. To the extent that the sales were deemed to be part of a non-public offering, which the Company does not concede, the issuance of shares was except from registration pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”) and Rule 506(b) promulgated thereunder since the investor is reasonably believed to be an accredited investor and the investor acquired the shares for investment subject to selling under an effective registration statement.
Removed paragraphs (4)
Previous report
If the Company is unable to remedy its shareholder equity deficiency, its common stock may be removed from Nasdaq.
Previous report
On April 8, 2024, the Staff of the Listing Qualifications Department of the Nasdaq Stock Market notified the Company that it had fallen out of compliance with the requirements for continued listing of the Company’s common stock on Nasdaq. Specifically, Nasdaq Listing Rule 5550(b)(1) requires that the stockholders’ equity of a listed company must exceed $2.5 million. On June 3, 2024 the Staff extended to October 7, 2024 the date by which the Company could regain compliance with the Equity Rule. Based upon the closing of Merger and the Debt Agreement on October 7, 2024, the Company has regained compliance with the Equity Rule. Nasdaq has advised the Company, however, that it will continue to monitor the Company’s ongoing compliance with the Equity Rule and, if at the time when the Company files its next periodic report with the SEC – i.e. its Annual Report on Form 10-K for the year ending December 31, 2024 - the Company does not evidence compliance with the Equity Rule, the Company’s common stock may be subject to delisting from Nasdaq.
Previous report
There were no unregistered sales of equity securities during the third quarter of 2024 that have not been previously reported.
Previous report
The Company did not repurchase any of its equity securities that were registered under Section 12 of the Securities Exchange Act during the third quarter of fiscal year 2024.
Reworded paragraphs (1)
Previous wording
There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, 2023, except for the following additions:
Current wording
There have been no material changes in our risk factors from those previously disclosed in our annual report on Form 10-K for the year ended December 31, 2024.