M&A - Eastside Distilling, Inc.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000164117225011264

Filing Summary: Beeline Holdings, Inc. is filing a Notification of Late Filing for its Quarterly Report on Form 10-Q for the period ended March 31, 2025. The filing deadline was May 15, 2025, but the company is unable to submit the report without unreasonable effort or expense. The delay is attributed to limited management and accounting resources required for the auditor review of financial statements following the company's merger with Beeline Financial Holdings, Inc. on October 7, 2024. The company aims to file the report by May 20, 2025. The anticipated financial results indicate a significantly increased net loss from continuing operations, which has risen from approximately $0.7 million in 2024 to about $6.9 million in 2025, largely due to higher operating expenses after the merger. Additionally, there were actions taken under an equity line of credit facility resulting in an increase in common stock issuable upon conversion of the Series G Preferred Stock and exercise of related warrants, expected to record a deemed dividend of approximately $8.0 million. The document also notes that there may be significant changes in the results of operations compared to the previous year, specifically relating to the inclusion of Beeline Financial’s financial performance.

Form Type: 10-K/A

Filing Date: 2025-04-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225006441

Filing Summary: On April 28, 2025, Beeline Holdings, Inc. filed an amendment to its Annual Report Form 10-K for the fiscal year ended December 31, 2024, primarily to include additional details originally omitted in Part III of the report due to the company's decision not to file a definitive proxy statement within the required timeframe. This amendment reflects a recent acquisition on October 7, 2024, where Beeline Holdings acquired Beeline Financial Holdings, Inc. through a merger, leading to the issuance of shares of convertible preferred stock to former Beeline Financial shareholders. Shareholder approval was obtained on March 7, 2025, for the conversion of these securities, followed by changes in the Company’s board and an official name change to Beeline Holdings, Inc. The company also executed a one-for-10 reverse stock split on March 12, 2025, impacting the total number of shares issued, while all financial statements from the initial Form 10-K remain unchanged except for the new sections added in this amendment. Notably, it was emphasized that only certifications in compliance with the Sarbanes-Oxley Act were included in this filing, as no new financial statements were presented.

Form Type: 424B7

Filing Date: 2025-04-14

Corporate Action: Merger

Type: Update

Accession Number: 000164117225003933

Filing Summary: This prospectus supplement presents details regarding the offering of 266,666 shares of common stock of Beeline Holdings, Inc. The shares, originally related to the Series D Convertible Preferred Stock, are due to conversion rights established through agreements with selling stockholders. Each selling stockholder holds $333,333 worth of Series D stock, allowing conversion at a price of $2.50 per share, totalizing 133,333 shares each. This follow-up comes post-merger completed with Beeline Financial Holdings, intended to enhance the mortgage lending process. On April 11, 2025, common stock traded at $1.40, with 7,829,812 shares outstanding. The document also outlines terms of the shares’ offering, the method of sale, and that the company isn’t receiving proceeds from this sale. Additional extensions of notes related to previous financing transactions are mentioned. Stockholder approvals have enabled multiple incursions of preferred stock conversions, establishing these common stock shares. The document emphasizes that the approval from Nasdaq for the Company’s securities follows a name change to Beeline Holdings, stemming from the successful merger with Beeline.

Form Type: NT 10-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: Update

Accession Number: 000164117225002071

Filing Summary: Beeline Holdings, Inc. is unable to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2024 in a timely manner due to ongoing audit procedures related to its financial statements following its merger with Beeline Financial Holdings, Inc., which closed on October 7, 2024. The company is also involved in a debt exchange transaction and the sale of its subsidiary, Craft Canning & Bottling, LLC, which occurred on the same date. The results for FY 2024 will reflect operations for a full year for the spirits business, a partial year for Beeline, and discontinued operations for Craft. The company anticipates significant changes in its financial results for FY 2024 as a result of these transactions, with net revenues expected to be approximately $3,794,000 for 2024 compared to $3,787,000 for 2023. A net loss of $13,036,000 is anticipated for FY 2024, attributed significantly to operations and adjustments related to the merger and sale.

Form Type: 424B7

Filing Date: 2025-03-27

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225000822

Filing Summary: Beeline Holdings, Inc., formerly known as Eastside Distilling, Inc., entered into an Amended and Restated Common Stock Purchase Agreement with C/M Capital Master Fund LP on March 7, 2025, to sell up to $3,500,000 of common stock as part of an Equity Line of Credit (ELOC). This offering follows previous supplements involving a total of $4,000,000, indicating increasing capital raises associated with the company's growth strategy. Shareholder approvals were obtained on March 7, including multiple conversions of preferred stock into common shares, which increased total common shares outstanding to 7,211,944. The document also details the company’s merger with Beeline Financial Holdings, Inc. finalized on October 7, 2024, emphasizing Beeline's role as a fintech mortgage lender aiming to transform the home loan process. The company’s common stock trades on the Nasdaq under the symbol “BLNE” and is subject to recent Nasdaq compliance actions due to bid price deficiencies. The proposed use of proceeds is noted, but the company will not collect direct proceeds from the sale by the selling stockholder.

Form Type: SCHEDULE 13D

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000164117225000091

Filing Summary: On March 20, 2025, Beeline Holdings, Inc. filed a Schedule 13D detailing the ownership stake of Nicholas Reyland Liuzza Jr., who serves as the Chief Executive Officer and director of the company. The report outlines that Mr. Liuzza beneficially owns 2,736,041 shares of common stock, representing approximately 38.2% of the total 6,289,792 shares outstanding as of March 19, 2025. This ownership includes shares held directly by Mr. Liuzza as well as those held in a family trust. His stake consists of shares acquired through various transactions, notably following the merger with Beeline Financial Holdings, Inc., which was finalized on October 7, 2024. The document also references prior conversions of Series F-1, Series F, and Series G preferred stock into common stock following shareholder approval on March 7, 2025. Furthermore, Liuzza's investments in Series G Convertible Preferred Stock and related securities transactions are highlighted, illustrating his intent to exercise control over the Issuer's equity. The Schedule 13D does not disclose any criminal or civil legal matters involving Mr. Liuzza that would affect his ability to influence the company.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Merger

Type: Update

Accession Number: 000149315225009635

Filing Summary: On March 4, 2025, Eastside Distilling, Inc. filed an 8-K report indicating significant corporate changes. The company entered into an Amended and Restated Common Stock Purchase Agreement and Registration Rights Agreement with C/M Capital Master Fund LP, which reduced their equity line of credit from $35 million to $10 million. From March 4 to March 7, 2025, they raised $230,000 from the sale of Series G Convertible Preferred Stock and warrants. On March 7, 2025, several directors resigned, and Nicholas Liuzza, Jr. was appointed as the new Chief Executive Officer. A special shareholder meeting was held on the same day where shareholders approved various proposals, including a merger share issuance proposal related to the merger with Beeline Financial Holdings, Inc. Additionally, an important item on the agenda was a proposal for a one-for-10 reverse stock split and a corporate name change to 'Beeline Holdings, Inc.' effective March 12, 2025, aimed at compliance with Nasdaq listing requirements.

Form Type: DEF 14A

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000149315225005006

Filing Summary: Eastside Distilling, Inc. is holding a Special Meeting of shareholders on March 3, 2025, to discuss important proposals following the merger completed on October 7, 2024, with Beeline Financial Holdings, Inc. The merger resulted in Beeline becoming a wholly-owned subsidiary of Eastside, where Eastside issued Series F-1 and Series F Convertible Preferred Stock to Beeline's shareholders. The meeting will consider approving significant requests from the board, including the issuance of shares of common stock related to the merger, an equity line of credit transaction expected to raise up to $20 million, and a name change to Beeline Holdings, Inc. Key proposals include the approval of the Merger Share Issuance Proposal, which encompasses altering voting rights and stock conversion terms exceeding 19.99% of Eastside's outstanding common stock, along with a detailed breakdown of shares to be issued under various agreements related to the merger. The shareholders will also vote on the ratification of the independent auditors and an adjournment proposal if needed. The board recommends voting in favor of all proposals presented to ensure compliance with Nasdaq’s listing requirements and to facilitate Eastside's business objectives.

Form Type: PRE 14A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: New

Accession Number: 000149315225002779

Filing Summary: Eastside Distilling, Inc. has filed a preliminary proxy statement in connection with a special meeting for shareholders scheduled to address key proposals stemming from the company's merger with Beeline Financial Holdings, Inc. The merger, officially completed on October 7, 2024, resulted in Beeline becoming a wholly-owned subsidiary of Eastside. Under the terms of the merger agreement, Eastside issued shares of newly designated Convertible Preferred Stock to Beeline's former shareholders, amounting to a total of 517,775 shares of Series F-1 and 69,482,229 shares of Series F. These preferred shares are convertible into 70,000,000 shares of Eastside common stock, representing approximately 82.5% of the company’s common stock post-conversion. The proxy statement outlines proposals for shareholder approval including the issuance of shares related to the merger, a $20 million equity line of credit transaction, a change of corporate name to Beeline Holdings, Inc., and the ratification of an independent auditor. These approvals are necessary for compliance with Nasdaq requirements and to ensure capital raising for Eastside's operations, amidst ongoing efforts to come into compliance with Nasdaq listing standards. The proxy urges shareholders to vote on these proposals to facilitate the company's future operations and strategic objectives. The record date for voting is set for January 23, 2025.