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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 4,
2025
BEELINE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-38182 |
|
20-3937596 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
188
Valley Street, Suite
225
Providence,
RI 02909
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (458)
800-9154
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.0001 par value |
|
BLNE |
|
The
Nasdaq Stock
Market LLC |
(Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01
Regulation FD Disclosure
On
June 4, 2025, Beeline Holdings, Inc. (the “Company”), issued a press release. A copy of the press release is furnished as
Exhibit 99.1 to this Current Report on Form 8-K.
The
information in this Item 7.01 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject
to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly
incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained
in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
|
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished |
Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
99.1 |
|
Press Release dated June 4, 2025 |
|
|
|
|
|
|
|
Furnished |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
June 4, 2025
|
BEELINE
HOLDINGS, INC. |
|
|
|
|
By:
|
/s/
Nicholas R. Liuzza, Jr. |
|
|
Nicholas
R. Liuzza, Jr. |
|
|
Chief
Executive Officer |
Exhibit 99.1
Beeline
taps Crypto Ecosystem to Unlock Real Estate Liquidity for consumers through a Stablecoin Funding
Beta
closings begin in June; full-scale launch hits late July
Homeowners
unlock equity for cash—no debt, no interest, no monthly payments
PROVIDENCE,
RI / June 4, 2025 / Beeline Holdings, Inc., (Nasdaq: BLNE)
the fast-growing digital mortgage platform that shortens the path to homeownership, today announced the upcoming launch of a new
home equity access product that allows homeowners to convert a portion of their home equity into immediate cash—without incurring
debt or monthly payments.
Beeline
has partnered with a company (“RealCo”), which is co-owned by Beeline’s principal shareholder and CEO. RealCo will
issue stablecoins to access capital to purchase equity from homeowners seeking liquidity. RealCo is engaging with Beeline, which will
source consumers and provide services. Beeline Title will provide title and escrow services.
This
innovative product will be funded through a stablecoin-backed model, offering homeowners a fast and flexible alternative to traditional
refinancing or HELOCs. The hard launch is scheduled for late July, with beta transactions beginning in June. The coins will be backed
by ownership through a fractional deed on the property. RealCo will acquire a minority ownership in homes (up to 49%) as a nominee for
the funders who will receive the stablecoins. Homeowners selling equity can opt to receive
RealCo-issued stablecoins or US dollars.
Unlike
conventional lending products, this is not a loan transaction, tied to interest rates, or a buy-back obligation, allowing Beeline to
generate consistent revenue in any rate environment. The company expects this to drive faster percentage-based revenue growth than traditional
mortgage lenders, and with the fees, it expects to be well-positioned to reach operational profitability beginning in Q4 2025. Early
market feedback indicates strong demand from equity-rich homeowners seeking liquidity without selling their property or incurring additional
monthly obligations. RealCo will initially launch in approximately ten thousand US zip codes and will only enter into equity purchases
on homes with a value of $ 1 million or more.
“Provided
there’s equity in the home, RealCo will mint coins at closing, which may then be converted into U.S. dollars,” said Nick
Liuzza, CEO of Beeline Holdings. “This model enables us to provide homeowners with liquidity quickly, with an unprecedented model.
The stablecoin mechanism becomes the catalyst for funding, and the stablecoin is secured by property recorded in 1:1 in the blockchain
and in the public record.”
As
the crypto ecosystem continues to gain mainstream adoption, with Bitcoin reaching new levels of institutional recognition, Beeline’s
use of blockchain-native funding infrastructure represents a first-of-its-kind application in real estate finance. While Bitcoin itself
is not used directly in these transactions, the overall architecture reflects the increasing integration of traditional asset classes
with blockchain-backed liquidity models.
Participating
homeowners will receive cash at closing and won’t be required to repay the funds until the property is sold. Upon sale, RealCo,
as nominee for the token holders, will receive its pro rata percentage of the net proceeds. All ownership privileges remain intact, provided
property taxes are kept current.
“As
we enter discussions with new investors, it’s critical to provide transparency about this expansion,” added Liuzza. “This
product represents a major opportunity.”
Beeline’s
existing product suite includes both conventional mortgage offerings and a range of non-QM loan programs, many of which are optimized
for 1099 earners, self-employed borrowers, and younger homeowners. The company emphasized that this new product is an addition, not a
pivot, from its core model.
“We’re
not shifting focus,” said Jess Kennedy, COO of Beeline. “We’re simply adding more firepower to our arsenal that meets
the evolving needs of today’s homeowners.”
The
product is expected to benefit individuals who don’t qualify for traditional cash-out refinancing or HELOCs but have meaningful
equity. Beeline anticipates additional use cases to emerge as the product rolls out to a wider audience in the months ahead.
About
Beeline https://makeabeeline.com/
Beeline
Financial Holdings, Inc. is a trailblazing mortgage fintech transforming the way people access property financing. Through its fully
digital, AI-powered platform, Beeline delivers a faster, smarter path to home loans—whether for primary residences or investment
properties. Headquartered in Providence, Rhode Island, Beeline is reshaping mortgage origination with speed, simplicity, and transparency
at its core. The company is a wholly owned subsidiary of Beeline Holdings and also operates Beeline Labs, its innovation arm focused
on next-generation lending solutions.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the company’s prospective new home equity access product, the timing, features, and demand for such product,
and the benefits thereof including revenue growth and the potential to achieve profitability in Q4 2025. 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. Forward-looking statements are based 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. Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons,
including, without limitation, the ultimate interest of homeowners in unlocking liquidity and Beeline’s ability to attract homeowners,
its reliance on RealCo to raise capital to fund the real estate transactions, and the Risk Factors contained in our 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.
Contact
ir@makeabeeline.com
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