Beeline Holdings, Inc.
For the period ended Mar 31, 2025. Filed May 20, 2025.
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Mar 31, 2025 · Filed May 20, 2025
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Item 5. Other Information
During the quarter ended March 31, 2025, no director or officer adopted orterminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.
On May 14, 2025, the Company entered into an agreement with two secured lenders pursuant to which the parties agreed to an extension to the Notes and certain related transactions on the following terms and conditions. Specifically, the Company agreed to pay, and paid, 50% of the outstanding principal balance of each such Note on May 14, 2025, and the maturity date of each Note was extended to May 26, 2025. Pursuant to such agreement the Company’s obligations under these Notes, which after giving effect to the payments made on the date of the agreement have a combined outstanding principal balance of $462,000, may be satisfied in one of the following manners as mutually determined by the lenders: (i) the Company shall pay the remaining principal balance of the Notes, plus a premium equal to 3% of such amount, in cash, on or before May 26, 2025; or (ii) the lenders may collectively exchange the outstanding principal balance of their Notes for the shares of common stock of Bridgetown Spirits, the Company’s majority owned subsidiary, which is held by the Company (which represents approximately 53% of Bridgetown Spirits’ outstanding common stock as of the date hereof) in an amount equal to each such lender’s pro rata portion of the principal balance of the Notes held by such lenders. If such exchange option is selected by the lenders, the Company additionally agreed to pay 50% of the current salary of Geoffrey Gwin, Bridgetown Spirits’ Chief Executive Officer, as in effect as of the date thereof (or $14,583 per month, payable in accordance with the Company’s current employee payroll practices) for a 60-day period beginning May 26, 2025.
In connection with the extension referred to above, the Company repaid $462,000 in principal of the applicable Notes.
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