{"url_path":"/sec/blne/8-k/2026-07-02/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1534708/0001493152-26-031971-index.html","accession_number":"0001493152-26-031971","cik":"0001534708","ticker":"BLNE","issuer_name":"Beeline Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1534708/0001493152-26-031971-index.html","primary_entity_key":"0001534708","primary_entity_name":"Beeline Holdings, Inc."},"word_count":200,"has_tables":true,"body_markdown":"** **\n\n**Item\n3.02 Unregistered Sales of Equity Securities.**\n\n \n\nFrom\nMay 27, 2026 to June 26, 2026, the Company sold and issued a total of 1,370,131 shares of common stock pursuant to that certain Amended\nand Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025 with\nC/M Capital Master Fund LP as purchaser, (collectively, the “ELOC Agreement”) for total gross proceeds of $1,575,098.23.\nThe ELOC Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on March 10, 2025. To the extent\nsuch sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2)\nof the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the shares were registered on\nthe Company’s registration statement on Form S-1 (File No. 333-291000), effective November 10, 2025.\n\n \n\nThe\ninformation contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The transactions\ndescribed in Item 1.01 of this Current Report on Form 8-K were exempt from registration under Section 4(a)(2) of the Securities Act and\nRule 506(b) of Regulation D or Regulation S."}