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What changed in Beeline Holdings, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Beeline Holdings, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+484 added−569 removedSource: 10-K (2026-03-31) vs 10-K (2025-04-15)

Top changes in Beeline Holdings, Inc.'s 2025 10-K

484 paragraphs added · 569 removed · 304 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

76 edited+39 added−83 removed19 unchanged
Biggest changeFederal Lending Laws and Regulations Numerous U.S. federal regulatory consumer protection laws impact Beeline’s business, including but not limited to: ● the Real Estate Settlement Procedures Act (“RESPA”) and Regulation X, which require certain disclosures to be made to the borrower at application, as to the lender’s good faith estimate of loan production costs, and at closing with respect to the actual real estate settlement statement costs (for most loans, such disclosures are in conjunction with those required under the TILA), prohibit kickbacks, referrals, and unearned fees in connection with settlement service business and impose requirements and limitations on affiliates and strategic partners, and certain loan servicing practices including with respect to escrow accounts, requests for information from borrowers, servicing transfers, lender-placed insurance, error resolution and loss mitigation; 10 ● the TILA including HOEPA and Regulation Z, which regulate mortgage loan production and servicing activities, require certain disclosures be made to borrowers throughout the loan process regarding terms of mortgage financing (including those disclosures required under the TRID rule, provide for a three-day right to rescind some transactions, regulate certain higher-priced and high-cost mortgages, require lenders to make a reasonable and good faith determination that consumers have the ability to repay the loan prior to consummation, mandate homeownership counseling for high-cost mortgage applicants, impose restrictions on loan production compensation, and apply to certain loan servicing practices; ● the Fair Credit Reporting Act and Regulation V, which regulate the use and reporting of information related to the credit history of consumers, require disclosures to consumers regarding the use of credit report information in certain credit decisions and require lenders to take measures to prevent or mitigate identity theft; ● the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of age, race and certain other characteristics in the extension of credit, require creditors to deliver copies of appraisals and other valuations, and require certain notifications to applicants for credit; ● the Homeowners Protection Act, which requires certain disclosures, and the cancellation or termination of private mortgage insurance once certain equity levels are reached; ● the Home Mortgage Disclosure Act and Regulation C, which require reporting of mortgage loan application, origination and purchase data, including the number of mortgage loan applications originated, approved but not accepted, denied, purchased, closed for incompleteness and withdrawn; ● the Fair Housing Act, which prohibits discrimination in housing on the basis of race, sex, national origin and certain other characteristics; ● the Fair Debt Collection Practices Act, which regulates the timing and content of debt collection communications and debt collection practices; ● the Gramm-Leach-Bliley Act and Regulation P, which require initial and periodic communication with consumers on privacy matters, provide limitations on sharing nonpublic personal information, and the maintenance of privacy and security regarding certain consumer data in our possession; ● the Bank Secrecy Act (the “BSA”), and related regulations including the Office of Foreign Assets Control and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (“the USA Patriot Act”), which impose certain due diligence and recordkeeping requirements on lenders to detect and block money laundering that could support terrorist activities; ● the SAFE Act, which imposes state licensing requirements on mortgage loan originators; ● the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures and which require creditors and loan servicers to obtain a consumer’s consent to electronically receive disclosures required under federal and state laws and regulations; ● the Electronic Fund Transfer Act of 1978 (“EFTA”) and Regulation E, which protect consumers engaging in electronic fund transfers; ● the Servicemembers Civil Relief Act, which provides financial protections for eligible service members; ● the Federal Trade Commission Act, the FTC Credit Practices Rules and the FTC Telemarketing Sales Rule, which prohibit unfair or deceptive acts or practices and certain related practices; ● the Telephone Consumer Protection Act (the “TCPA”), which restricts telephone solicitations and automatic telephone equipment in connection with both origination and servicing of loans; ● the Mortgage Acts and Practices Advertising Rule (“Regulation N”), which prohibits certain unfair and deceptive acts and practices related to mortgage advertising and imposes recordkeeping requirements on advertisers; ● the CAN-SPAM Act, which makes it unlawful to send certain electronic mail messages that contain false or deceptive information and provide other protections for email users; ● the Consumer Financial Protection Act, enacted as part of the Dodd-Frank Act, which (among other things) created the CFPB, and gave it broad rulemaking authority over certain enumerated consumer financial laws and supervisory and enforcement jurisdiction over mortgage lenders and servicers, and prohibits any unfair, deceptive or abusive acts or practices in connection with any consumer financial product or service; and ● the Bankruptcy Code and bankruptcy injunctions and stays, which can restrict collection of debts.
Biggest changeThe Company maintains dedicated staff on the legal and compliance team to ensure timely responses to regulatory examination requests and to investigate consumer complaints in accordance with regulatory regulations and expectations. 12 Federal Lending Laws and Regulations Numerous U.S. federal regulatory consumer protection laws impact the Company’s business, including but not limited to: ● the RESPA and Regulation X, which require certain disclosures to be made to the borrower at application, as to the lender’s good faith estimate of loan production costs, and at closing with respect to the actual real estate settlement statement costs (for most loans, such disclosures are in conjunction with those required under the TILA), prohibit kickbacks, referrals, and unearned fees in connection with settlement service business and impose requirements and limitations on affiliates and strategic partners, and certain loan servicing practices including with respect to escrow accounts, requests for information from borrowers, servicing transfers, lender-placed insurance, error resolution and loss mitigation; ● the TILA including HOEPA and Regulation Z, which regulate mortgage loan production and servicing activities, require certain disclosures be made to borrowers throughout the loan process regarding terms of mortgage financing (including those disclosures required under the TRID rule, provide for a three-day right to rescind some transactions, regulate certain higher-priced and high-cost mortgages, require lenders to make a reasonable and good faith determination that consumers have the ability to repay the loan prior to consummation, mandate homeownership counseling for high-cost mortgage applicants, impose restrictions on loan production compensation, and apply to certain loan servicing practices; ● the FCRA and Regulation V, which regulate the use and reporting of information related to the credit history of consumers, require disclosures to consumers regarding the use of credit report information in certain credit decisions and require lenders to take measures to prevent or mitigate identity theft; ● the Equal Credit Opportunity Act and Regulation B, which prohibit discrimination on the basis of age, race and certain other characteristics in the extension of credit, require creditors to deliver copies of appraisals and other valuations, and require certain notifications to applicants for credit; ● the Homeowners Protection Act, which requires certain disclosures, and the cancellation or termination of private mortgage insurance once certain equity levels are reached; ● the HMDA and Regulation C, which require reporting of mortgage loan application, origination and purchase data, including the number of mortgage loan applications originated, approved but not accepted, denied, purchased, closed for incompleteness and withdrawn; ● the Fair Housing Act, which prohibits discrimination in housing on the basis of race, sex, national origin and certain other characteristics; ● the Fair Debt Collection Practices Act, which regulates the timing and content of debt collection communications and debt collection practices; ● the GLBA and Regulation P, which require initial and periodic communication with consumers on privacy matters, provide limitations on sharing nonpublic personal information, and the maintenance of privacy and security regarding certain consumer data in our possession; ● the BSA, and related regulations including the Office of Foreign Assets Control and the USA Patriot Act, which impose certain due diligence and recordkeeping requirements on lenders to detect and block money laundering that could support terrorist activities; ● the SAFE Act, which imposes state licensing requirements on mortgage loan originators; ● the Electronic Signatures in Global and National Commerce Act and similar state laws, particularly the Uniform Electronic Transactions Act, which authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures and which require creditors and loan servicers to obtain a consumer’s consent to electronically receive disclosures required under federal and state laws and regulations; ● the EFTA and Regulation E, which protect consumers engaging in electronic fund transfers; ● the Servicemembers Civil Relief Act, which provides financial protections for eligible service members; ● the Federal Trade Commission Act, the FTC Credit Practices Rules and the FTC Telemarketing Sales Rule, which prohibit unfair or deceptive acts or practices and certain related practices; 13 ● the TCPA, which restricts telephone solicitations and automatic telephone equipment in connection with both origination and servicing of loans; ● Regulation N, which prohibits certain unfair and deceptive acts and practices related to mortgage advertising and imposes recordkeeping requirements on advertisers; ● the CAN-SPAM Act, which makes it unlawful to send certain electronic mail messages that contain false or deceptive information and provide other protections for email users; ● the Consumer Financial Protection Act, enacted as part of the Dodd-Frank Act, which (among other things) created the CFPB, and gave it broad rulemaking authority over certain enumerated consumer financial laws and supervisory and enforcement jurisdiction over mortgage lenders and servicers, and prohibits any unfair, deceptive or abusive acts or practices in connection with any consumer financial product or service; and ● the Bankruptcy Code and bankruptcy injunctions and stays, which can restrict collection of debts.
Its online platform is user-friendly, and it offers competitive rates. Rocket Mortgage leverages AI to enhance customer experience and predict borrower needs. ● Better Home and Finance : Differentiates with its digital-first experience and AI-driven recommendations. It emphasizes transparency and customer support, with a streamlined, all-digital process. 8 ● SoFi : Targets a younger demographic, particularly first-time homebuyers.
Its online platform is user-friendly, and it offers competitive rates. Rocket Mortgage leverages AI to enhance customer experience and predict borrower needs. ● Better Home and Finance: Differentiates with its digital-first experience and AI-driven recommendations. It emphasizes transparency and customer support, with a streamlined, all-digital process. ● SoFi: Targets a younger demographic, particularly first-time homebuyers.
Generally, warehouse lines of credit are used as interim, short-term financing which bears interest at a fixed margin over an industry index rate. The outstanding balance of the Company’s warehouse line of credit will fluctuate based on its lending volume.
Generally, warehouse lines of credit are used as interim, short-term financing which bears interest at a fixed margin over an industry index rate. The outstanding balance of the Company’s warehouse lines of credit will fluctuate based on its lending volume.
There has been increased government regulation as governments including the federal government are continuing to focus on updating laws and regulations to address the ever-evolving digital world, including through laws and regulations aimed at privacy and data security, and it is possible that new laws will be passed, or existing laws will be amended in a way that is material and adverse to Beeline’s business.
There has been increased government regulation as governments including the federal government are continuing to focus on updating laws and regulations to address the ever-evolving digital world, including through laws and regulations aimed at privacy and data security, and it is possible that new laws will be passed, or existing laws will be amended in a way that is material and adverse to the Company’s business.
In particular, there are numerous U.S. federal and state laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. In the loan origination process, Beeline obtains substantial personal data including credit reports, tax returns, social security numbers and income and asset sources, all of which must be kept confidential.
In particular, there are numerous U.S. federal and state laws and regulations regarding privacy and the collection, sharing, use, processing, disclosure, and protection of personal data. In the loan origination process, the Company obtains substantial personal data including credit reports, tax returns, social security numbers and income and asset sources, all of which must be kept confidential.
As the real estate industry has evolved, Non-QM loans have become more popular, relying on a different set of underwriting criteria which are more suited to borrowers whose situations do not line up with more stringent guidelines created for and based on the previous generations and less flexible economy.
As the U.S. real estate industry has evolved, Non-QM loans have become more popular, relying on a different set of underwriting criteria which are more suited to borrowers whose situations do not line up with more stringent guidelines created for and based on the previous generations and less flexible economy.
By contrast, third party QC firms can take between 1 hour and 48 hours to complete and cost up to $175.00 per file. ● MagicBlocks : A platform that allows businesses to build their own custom AI sales tools through administrative protocols. Bob 2.0, the AI chatbot referred to below is powered by MagicBlocks.
By contrast, third party QC firms can take between 1 hour and 48 hours to complete and cost up to $175.00 per file. ● MagicBlocks: A platform that allows businesses to build their own custom AI sales tools through administrative protocols. Bob, the AI chatbot referred to below is powered by MagicBlocks.
However, as of the date of this Report, Beeline does not believe that the above competitors provide Non-QM loans in any material way. Beeline believes the combination of its mortgage product offerings and its focus on a digital first experience, provides it with a competitive advantage.
However, as of the date of this Report, the Company does not believe that the above competitors provide Non-QM loans in any material way. The Company believes the combination of its mortgage product offerings and its focus on a digital first experience, provides it with a competitive advantage.
With the enforcement power of the CFPB at risk under the Trump administration, state regulatory agencies and state attorneys general may increase their enforcement activities in certain areas. In addition, the government-sponsored enterprises, or GSEs, the FHA, the FTC, and others subject Beeline to periodic reviews and audits.
With the enforcement power of the CFPB at risk under the Trump administration, state regulatory agencies and state attorneys general may increase their enforcement activities in certain areas. In addition, the government-sponsored enterprises, or GSEs, the FHA, the FTC, and others subject the Company to periodic reviews and audits.
During this timeframe, Beeline may also engage in a holistic hedging strategy to increase the revenue per file by selling loans on a mandatory basis to its investors. To diversify revenue, Beeline plans to offer SaaS products to the mortgage industry - the MagicBlocks and BlinkQC products referenced previously.
During this timeframe, the Company may also engage in a holistic hedging strategy to increase the revenue per file by selling loans on a mandatory basis to its investors. To diversify revenue, the Company plans to offer SaaS products to the mortgage industry - the MagicBlocks and BlinkQC products referenced previously.
In addition to applicable federal laws and regulations governing Beeline’s operations, its ability to originate loans in any particular state is subject to that state’s laws, regulations and licensing requirements, which may differ from the laws, regulations and licensing requirements of other states. State laws often include fee limitations and disclosure and other requirements.
In addition to applicable federal laws and regulations governing the Company’s operations, its ability to originate loans in any particular state is subject to that state’s laws, regulations and licensing requirements, which may differ from the laws, regulations and licensing requirements of other states. State laws often include fee limitations and disclosure and other requirements.
These laws have required most lenders, including Beeline, to devote considerable resources to maintain automated systems to perform loan-by-loan analysis of points, fees and other factors set forth in the laws, which often vary depending on the location of the mortgaged property.
These laws have required most lenders, including the Company, to devote considerable resources to maintain automated systems to perform loan-by-loan analysis of points, fees and other factors set forth in the laws, which often vary depending on the location of the mortgaged property.
Should the fair value of the pledged mortgage loans decline, the warehouse provider may require the Company to provide additional cash collateral or mortgage loans to maintain the required collateral level under the relevant warehouse line. The Company did not incur any significant issuance costs related to its warehouse lines of credit.
Should the fair value of the pledged mortgage loans decline, the warehouse providers may require the Company to provide additional cash collateral or mortgage loans to maintain the required collateral level under the relevant warehouse line. The Company did not incur any significant issuance costs related to its warehouse lines of credit.
To conduct residential mortgage lending operations in the United States, Beeline is licensed in 28 states and the District of Columbia including California, Florida and Texas. Its title agencies also maintain licenses to operate in certain of these states.
To conduct residential mortgage lending operations in the United States, the Company is licensed in 28 states and the District of Columbia including California, Florida and Texas. Its title agencies also maintain licenses to operate in certain of these states.
The market for online mortgage lending is substantial, with projections suggesting continuous growth due to convenience, cost-efficiency, and customer demand for transparency and lower fees. Beeline’s key online competitors are: ● Rocket Mortgage : The largest digital mortgage lender in the U.S., known for its streamlined application process and fast approvals.
The market for online mortgage lending is substantial, with projections suggesting continuous growth due to convenience, cost-efficiency, and customer demand for transparency and lower fees. 10 The Company’s key online competitors are: ● Rocket Mortgage: The largest digital mortgage lender in the U.S., known for its streamlined application process and fast approvals.
On the other hand, certain of Beeline’s competitors have greater resources and brand recognition than Beeline or otherwise pose a competitive threat to our business. See Item 1A “Risk Factors” for risks related to the competition Beeline faces in its industry.
On the other hand, certain of its competitors have greater resources and brand recognition than the Company or otherwise pose a competitive threat to our business. See Item 1A “Risk Factors” for risks related to the competition the Company faces in its industry.
If MagicBlocks were to sever its relationship with Beeline, the Company would have to locate another AI tool, which could be disruptive to Beeline’s business until it found a replacement and was able to integrate this new AI technology into Beeline’s operations.
If MagicBlocks were to sever its relationship with the Company, the Company would have to locate another AI tool, which could be disruptive to its business until it found a replacement and was able to integrate this new AI technology into the Company’s operations.
Beeline primarily serves as the lender for its conventional loans, where it is also fully responsible for the underwriting. Beeline is the lender on a non-delegated underwriting basis on most of its Non-QM loans. Beeline also serves as a mortgage broker for certain loans with third party lenders - primarily for the remainder of Non-QM loans.
The Company primarily serves as the lender for its conventional loans, where it is also fully responsible for the underwriting. The Company is the lender on a non-delegated underwriting basis on most of its Non-QM loans and also serves as a mortgage broker for certain loans with third party lenders - primarily for the remainder of Non-QM loans.
The CFPB’s jurisdiction includes those persons producing or brokering residential mortgage loans. It also extends to Beeline’s other lines of business title insurance. The CFPB has broad supervisory and enforcement powers with regard to non-depository institutions, such as Beeline, that engage in the production of home loans.
The CFPB’s jurisdiction includes those persons producing or brokering residential mortgage loans. It also extends to the Company’s other lines of business title insurance. The CFPB has broad supervisory and enforcement powers with regard to non-depository institutions, such as the Company, that engage in the production of home loans.
Beeline is also subject to a variety of regulatory and contractual obligations imposed by entities purchasing loans from Beeline insurers and guarantors of the loans Beeline produces or facilitates. 11 State Lending Laws and Regulations Beeline must comply with state laws and regulations, including licensing requirements and other regulations which vary by state, in order to conduct its business.
The Company is also subject to a variety of regulatory and contractual obligations imposed by entities purchasing loans from its insurers and guarantors of the loans it produces or facilitates. State Lending Laws and Regulations The Company must comply with state laws and regulations, including licensing requirements and other regulations which vary by state, in order to conduct its business.
Other Laws Beeline is also subject to various other laws, including employment laws related to hiring practices, overtime, and termination of team members, health and safety laws, environmental laws and other federal, state and local laws in the jurisdictions in which Beeline operates.
Other Laws The Company is also subject to various other laws, including employment laws related to hiring practices, overtime, and termination of team members, health and safety laws, environmental laws and other federal, state and local laws in the jurisdictions in which it operates.
Beeline’s compliance team strives to comply with all applicable laws and regulations relating to privacy, data security, and data protection and other activities in which Beeline engages or is otherwise subject to in the operation of its business. However, its limited resources may adversely affect its compliance efforts.
The Company’s compliance team strives to comply with all applicable laws and regulations relating to privacy, data security, and data protection and other activities in which it engages or is otherwise subject to in the operation of its business. However, its limited resources may adversely affect its compliance efforts.
State attorneys general, state mortgage licensing regulators, state insurance departments, and state and local consumer protection offices have authority to investigate consumer complaints and to commence investigations and other formal and informal proceedings regarding Beeline’s operations and activities.
State attorneys general, state mortgage licensing regulators, state insurance departments, and state and local consumer protection offices have authority to investigate consumer complaints and to commence investigations and other formal and informal proceedings regarding the Company’s operations and activities.
As regulation increases, Beeline anticipates an increase in its compliance costs and a higher risk of regulatory fines or sanctions, which may be material. Beeline’s title agencies are also subject to state laws that may require licensure and prohibit, limit, or require approval to engage in certain conduct.
As regulation increases, the Company anticipates an increase in its compliance costs and a higher risk of regulatory fines or sanctions, which may be material. The Company’s title agencies are also subject to state laws that may require licensure and prohibit, limit, or require approval to engage in certain conduct.
Beeline’s services and platform are designed to address the evolving US real estate market, including the increasing use of online and digital means of financing access as well as a trend away from conventional lending qualification practices, in part by placing consumers in front of financing opportunities that may not be available from lenders using the conventional approach to loan qualification processing.
The Company’s services and platform are designed to address the evolving US real estate market, including the increasing use of online and digital means of financing home purchases as well as a trend away from conventional lending qualification practices, in part by placing consumers in front of financing opportunities that may not be available from lenders using the conventional approach to loan qualification.
Loans at 150 basis points or less over the average prime offer rate (“APOR”) as of the date the interest rate is set, receive a safe harbor presumption of compliance, while loans between 151 and 225 basis points over the APOR benefit from a rebuttable presumption of compliance.
Loans at 150 basis points or less over the APOR as of the date the interest rate is set, receive a safe harbor presumption of compliance, while loans between 151 and 225 basis points over the APOR benefit from a rebuttable presumption of compliance.
At least seven additional states have enacted narrower privacy laws – Florida, Maine, Michigan, Nevada, New York, Vermont, and Washington. Other states have introduced privacy bills that address a range of issues, including protecting biometric identifiers and health data, or governing the activities of specific entities.
Other states have enacted narrower privacy laws, including Maine, Michigan, Nevada, New York, Vermont, and Washington. And other states have introduced privacy bills that address a range of issues, including protecting biometric identifiers and health data, or governing the activities of specific entities.
Beeline is also supervised by regulatory agencies under state law. From time-to-time, Beeline receives examination requests from the states in which Beeline is licensed.
The Company is also supervised by regulatory agencies under state law. From time-to-time, the Company receives examination requests from the states in which it is licensed.
Beeline leverages its relationship with MagicBlocks to enhance its customers’ experience and drive engagement. Beeline is a co-founder of MagicBlocks and currently owns 47.6%; however, MagicBlocks is seeking investment funding and planning to grant equity to employees which will dilute Beeline’s ownership. Beeline currently uses this technology with a royalty-free service agreement.
The Company leverages its relationship with MagicBlocks to enhance its customers’ experience and drive engagement. The Company is a co-founder of MagicBlocks and currently owns 47.6%; however, MagicBlocks is seeking additional investment funding and planning to grant equity options to employees which will dilute its ownership. The Company currently uses this technology with a royalty-free licensing and service agreement.
There may be time, resource or other constraints that impede Beeline’s ability to execute on these initiatives which may delay them or prevent them from occurring. 13 Warehouse Line of Credit In addition to traditional equity and debt financing, Beeline uses a warehouse line of credit to provide the capital for it to originate mortgage loans.
There may be time, resource or other constraints that impede the Company’s ability to execute on these initiatives which may delay them or prevent them from occurring. Warehouse Line of Credit In addition to traditional equity and debt financing, the Company uses three warehouse lines of credit to provide the capital for it to originate mortgage loans.
Supreme Court may rule on the scope of the executive powers, which may impact the following discussion. 9 Under the Dodd-Frank Act, the Consumer Financial Protection Bureau (the “CFPB”) was established to ensure, among other things, that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from hidden fees and unfair, deceptive or abusive acts or practices.
Supreme Court may also rule on the scope of the executive powers in other contexts, which may impact the following discussion. Under the Dodd-Frank Act, the CFPB was established to ensure, among other things, that consumers receive clear and accurate disclosures regarding financial products and to protect consumers from hidden fees and unfair, deceptive or abusive acts or practices.
Beeline believes that other suitable sources exist, although the increased cost will reduce Beeline’s gross profit margins. ● “Bob 2.0” : is one of the first mortgage AI chatbots, handling incoming chat-based communication through its website on a 24/7 basis and was developed by MagicBlocks.
The Company believes that other suitable sources exist, although the increased cost will reduce its profit margins. ● “Bob”: Bob is one of the first mortgage AI chatbots, handling incoming chat-based communication through its website on a 24/7 basis and was developed by MagicBlocks.
Since the CCPA was enacted, the U.S. has at least 20 states – which includes Colorado, Connecticut, Delaware, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah and Virginia – that have comprehensive data privacy laws in place or are about to be effective.
Fines for noncompliance may be up to $7,500 per violation. 14 Since the CCPA was enacted, the U.S. has at least 20 states – which includes California, Colorado, Connecticut, Delaware, Florida, Indiana, Iowa, Kentucky, Maryland, Minnesota, Montana, Nebraska, New Hampshire, New Jersey, Oregon, Rhode Island, Tennessee, Texas, Utah and Virginia – that have comprehensive data privacy laws in place or are about to be effective.
In this instance, Beeline will re-route the borrower to a non-traditional mortgage process offering solutions not offered by larger lending institutions. Combining QM loans and Non-QM loans through a single streamlined platform available any time provides strong differentiation and provides additional options for Beeline’s customers.
(“QM loans”) or FHA or VA loan options. In this instance, the Company will re-route the borrower to a non-traditional mortgage process offering solutions not offered by larger lending institutions. Combining QM loans and Non-QM loans through a single streamlined platform available any time provides strong differentiation and provides additional options for the Company’s customers.
Specifically, the revised QM rule eliminated the previous requirement limiting QMs to a 43% debt-to-income ratio (“DTI”) and replaced it with pricing-based thresholds.
Specifically, the revised QM rule eliminated the previous requirement limiting QMs to a 43% DTI and replaced it with pricing-based thresholds.
In 2024, approximately 59% of the loans Beeline originated and brokered through December 31, 2024, were Non-QM loans where the consumer, for example, lacked traditional income from full-time employment in contrast to investment, rental income or other 1099 income or where the consumer has sufficient assets to support the loan.
In 2025, approximately 73% of the Company’s loans originated and brokered through December 31, 2025, were Non-QM loans where the prospective borrower lacked traditional income from full-time employment in contrast to investment, rental or consulting income or other 1099 income or where the consumer has sufficient assets to support the loan.
Beeline has built a proprietary mortgage and title platform leveraging advanced technical tools with sophisticated language learning models and combining an appropriate amount of human interaction to create a better outcome for mortgage borrowers. Beeline was founded in 2019 with principal offices located in Providence, Rhode Island. An Australian subsidiary has offices in Burleigh Heads, Australia.
The Company has built a proprietary mortgage, equity purchase and title platform leveraging advanced technical tools with sophisticated language learning models and combining an appropriate amount of human interaction to create a better outcome for its customers. Beeline was founded in 2019 with its principal office located in Providence, Rhode Island.
Beeline also has executive office suites in three locations in the United States. Beeline’s business model is focused on providing an efficient process for consumers to more easily access mortgage lending using our online portal and services.
An Australian subsidiary has an office in Burleigh Heads, Australia. The Company also has executive office suites in multiple locations across the United States. The Company’s business model is focused on providing an efficient process for consumers to more easily access mortgage lending and financing using our online portal and services.
Beeline’s Services Beeline is a digital mortgage operation leveraging proprietary AI, streamlined task-based processing, data integrations and human capital for originating, evaluating, approving and closing a mortgage. ● Marketing and Sales : Beeline uses an AI chatbot called Bob 2.0 to enable cost-effective communication with prospective borrowers to respond to inquiries and answer questions about our lending offerings, enhance borrower engagement and introduce new borrowers to our platform.
Services The Company is a digital consumer real estate financing company leveraging proprietary AI, streamlined task-based processing, data integrations and human capital for originating, evaluating, approving and closing a mortgage, fractional equity purchase or title insurance. ● Marketing and Sales: The Company uses an AI chatbot called Bob to enable cost-effective communication with prospective borrowers to respond to inquiries and answer questions about our product offerings, enhance borrower engagement and introduce new borrowers and sellers to our platform.
Beeline is one of the few direct-to-consumer digital mortgage lenders that offer both QM loans and Non-QM loans from a single platform, allowing Beeline to better serve the 100 million Millennials and Gen Z quickly emerging as home buyers and currently representing approximately 60% of the home purchase market.
The Company is one of the few direct-to-consumer digital mortgage lenders that offer both QM loans and Non-QM loans from a single platform, allowing the Company to better serve the 74 million Millennials and 71 million Gen Z who have emerged as home buyers (or soon will) and currently representing approximately 32% of the home purchase market.
There has been a strong reaction with the filing of many lawsuits and for the most part lower courts have put a break on many of President Trump’s executive orders. Ultimately, it is likely that the U.S.
There has been a strong reaction with the filing of many lawsuits and for the most part lower courts have pushed back on many of President Trump’s executive orders. In February 2026, the U.S.
The discussion concerning federal regulation of the mortgage lending business is subject to significant potential change as the Trump administration seeks to scale back the federal government, eliminate agencies and strengthen the President’s control over independent agencies.
Governmental authorities and various U.S. federal and state agencies have broad oversight and supervisory authority over all aspects of the Company’s business. 11 The discussion concerning federal regulation of the mortgage lending business is subject to significant potential change as the Trump administration seeks to scale back the federal government, eliminate agencies and strengthen the President’s control over independent agencies.
The CCPA requires covered companies to provide California consumers with new disclosures and will expand the rights afforded consumers regarding their data. Fines for noncompliance may be up to $7,500 per violation.
The CCPA requires covered companies to provide California consumers with new disclosures and will expand the rights afforded consumers regarding their data.
Through targeted campaigns, Beeline attracts new customers and explores untapped product and audience segments. The marketing team’s deep analysis of customer value, along with return on ad spend, supports strategic planning and resource allocation. Predictive models that Beeline deploys further estimate customer lifetime value, enabling the Beeline team to tailor campaigns to maximize long-term profitability.
Through targeted campaigns, the Company attracts new customers and explores product and audience segments. The marketing team’s analysis of customer value, along with return on ad spend, supports strategic planning and resource allocation. Predictive models are used to estimate customer lifetime value and inform campaign planning.
In 2024, 25% of Beeline’s loan originations were home purchases, and 75% were refinance transactions. As described elsewhere in this section, Beeline’s business is multi-faceted, and Beeline can serve multiple roles in the home lending process. In addition to the lending operation, Beeline also has two title agencies in its umbrella.
In 2025, 30% of the Company’s loan originations were home purchases, and 70% were refinance transactions. As described elsewhere in this Report, the Company’s business is multi-faceted, and can serve multiple roles in the home lending process. In addition to the lending operation, the Company also has a title agency.
Digital direct-to-consumer mortgage lending has grown rapidly, especially post-COVID, as the trend toward remote communication and digitization of the economy accelerated. As a result, many younger consumers demand a much faster, more efficient mortgage processes. Key trends include the adoption of AI and machine learning for underwriting, online document management, and personalized loan options.
As a result, many younger consumers demand a much faster, more efficient mortgage processes. Key trends include the adoption of AI and machine learning for underwriting, online document management, and personalized loan options.
In addition, proposed federal legislation could further expand the regulatory framework for data privacy, data security, and other matters that impact our business at the federal level. 12 The costs of compliance with, and other burdens imposed by the CCPA, and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have an adverse impact on our business.
The costs of compliance with, and other burdens imposed by the CCPA, and similar laws may limit the use and adoption of our products and services and/or require us to incur substantial compliance costs, which could have an adverse impact on our business and our financial condition.
(“MagicBlocks”), a company in which Beeline currently owns a 47.6% interest. ● Application and Pre-Qualification : When borrowers are ready to apply, they are taken through a seven-to-ten-minute journey through a series of conversational-style questions, collecting the information required to complete a loan application. ● Document Collection and Verification : The system automatically asks for required documents, such as bank statements, tax returns, and employment information based on the loan type and purpose.
Beyond Bob, the Company leverages a sophisticated digital marketing strategy to reach out to potential customers. ● Application and Pre-Qualification: When borrowers are ready to apply, they are taken through a seven-to-ten-minute journey through a series of conversational-style questions, collecting the information required to complete a loan application. ● Document Collection and Verification: The system automatically asks for required documents, such as bank statements, tax returns, and employment information based on the loan type and purpose. ● Approval and Closing: Once underwriting is completed, the borrower may receive a conditional approval.
Beeline acts as the agent in its title and closing services business, selling title insurance policies for some of the largest title underwriters, including First American National Title Insurance Company, Fidelity National Title Insurance Company and Westcor Land Insurance Company. 5 Sources of Revenue Beeline generates revenue from three key sources, listed below.
The Company acts as the agent in its title and closing services business, selling title insurance policies for some of the largest title underwriters, including First American National Title Insurance Company, Fidelity National Title Insurance Company and Westcor Land Insurance Company. 7 Sources of Revenue The Company generates revenue from three key sources, listed below: ● Net gain on sale of loans: Once the Company closes a loan, it then sells that loan to an aggregator at a predetermined price.
The following are descriptions of each of our new Beeline business and our legacy Spirits business. Beeline’s Business Beeline Overview and History Beeline is a fintech mortgage lender and title provider transforming the home loan process into a shorter, easier path than conventional mortgage lending for millions of Americans seeking a digital experience.
Business Overview and History The Company is a fintech mortgage lender, fractional real estate equity purchase facilitator and title provider transforming the home ownership process into a shorter, easier path than conventional mortgage lending for millions of Americans seeking a digital experience.
Intellectual property Beeline primarily relies upon a combination of trade secrets, service marks and technology licensing, as described below. ● Point of Sale & Tracker : A sophisticated platform that captures, analyzes and retrieves information to process a mortgage transaction. ● Decision Engine : Data driven platform designed to issue approvals based on the data collected and information provided by the new customer. 7 ● Resolution Engine : A tool that captures mortgage tasks and completes those tasks with data, documents or human involvement. ● BlinkQC : An in-house automated QC solution that can perform a Fannie Mae/Freddie Mac required pre-close audit in approximately three minutes at a significantly reduced cost.
It also allows customers to complete certain workflows seamlessly as part of their mortgage processing journey. ● Decision Engine: Data driven platform designed to issue approvals based on the data collected and information provided by the new customer. 9 ● Resolution Engine: A tool that captures mortgage tasks and completes those tasks with data, documents or human involvement. ● BlinkQC: An in-house automated QC solution that can perform a Fannie Mae/Freddie Mac required pre-close audit in minutes at a significantly reduced cost.
Beeline leverages its industry-specific knowledge and infrastructure, using a combination of licensed and proprietary technology, to provide an alternative to a more manual, non-technology focused lending process for residential properties in the United States. 4 Beeline’s Mortgage Lending Business Beeline is licensed to operate in 28 states including California, Florida and Texas.
In 2025, the Company acted as lender in 73% of its loan transactions, and as mortgage broker in 27% of its loan transactions. The Company leverages its industry-specific knowledge and infrastructure, using a combination of licensed and proprietary technology, to provide an alternative to a more manual, slower and non-technology focused lending process for residential properties in the United States.
Most top 50 lenders will deny a borrower if they are not approved for a conventional mortgage backed by Freddie Mac or Fannie Mae, the two government-sponsored enterprises (“GSEs”) that back a majority of mortgages in the U.S. (“QM loans”).
The Company offers a unique variety of mortgage products when compared to other mortgage lenders, including the “top 50” lenders, allowing borrowers a higher probability of finding a home financing solution that meets their unique situation. 6 Most top 50 lenders will deny a borrower if they are not approved for a conventional mortgage backed by Freddie Mac or Fannie Mae, the two government-sponsored enterprises (“GSEs”) that back a majority of mortgages in the U.S.
Competition Banks and other savings institutions (depositories) have historically dominated the mortgage lending business. Their competitive advantages are financial strength, which includes the availability of capital to fund loans, management and employee skills, experience and availability, the ability to use their financial strength to leverage compliance costs and local visibility.
Their competitive advantages are financial strength, which includes the availability of low-cost capital to fund loans, management and employee skills, experience and availability, the ability to use their financial strength to leverage compliance costs and local visibility. Because of policy changes and shifts in the marketplace, independent mortgage banks (“IMBs”) hold a large market share of the mortgage lending business.
Additionally, seasonality plays a key role, as home sales generally experience an uptick in the second and third quarters and see a decline in the first and fourth quarters of the calendar year. This seasonal pattern arises from homebuyers with children preferring to make purchases during the spring and summer months in order to move before the school year begins.
Additionally, seasonality plays a key role in home purchasing, as home sales generally experience an uptick in the second and third quarters and see a decline in the first and fourth quarters of the calendar year.
This source accounted for approximately 64% of revenue. ● Loan origination fees: This is a fee charged to a borrower to offset the costs of origination. This source accounted for approximately 16% of revenue. ● Title fees: Fees associated with closing a mortgage for a lender, which averages approximately $1,700 per closed file.
This source accounted for approximately 13% of revenue for the year ended December 31, 2025. ● Title fees: Fees associated with closing a mortgage for a lender, which averages approximately $1,100 per closed file.
The Beeline marketing team operates within four primary pillars: Acquisition, Marketing Data, Marketing Communications, and Product - each contributing uniquely to its overall growth strategy. An overview of these pillars is included below. ● Acquisition : As Beeline’s 2024 lead generation reflects, it relies heavily on Google and one other online source for leads.
The Company’s marketing team operates within four primary pillars: Customer Acquisition, Marketing Data, Marketing Communications, and Product, each contributing uniquely to its overall growth strategy: Customer Acquisition: As the Company’s 2025 lead generation reflects, it relies heavily on Google advertising, with additional lead volume sourced from multiple other advertising platforms and lead aggregators.
Currently Beeline Title handles the title and escrow services for approximately 60% of the refinance mortgages that Beeline originates while also offering its title and closing services to other lenders. This source accounted for approximately 21% of revenue. ● Beeline recently began offering mortgage related services to the lending industry under a software as a service or SaaS platform.
Currently, Beeline Title handles the title and escrow services for approximately 64% of the refinance mortgages that the Company originates while also offering its title and closing services to other lenders. This source accounted for approximately 18% of revenue for the year ended December 31, 2025. ● BeelineEquity: The Company recently began offering a new fractional equity product called BeelineEquity.
Strategy for success Beeline’s strategy is focused on developing and leveraging excellent technology to enable better scale at a reduced cost while delivering an exceptional customer experience. This is being done through AI, automation and task-based workflows. The industry cost to originate a mortgage is approximately $9,000 to $13,000. Beeline’s goal is to reduce that to below $6,000.
Strategy for success The Company’s strategy is focused on developing and leveraging excellent technology to enable better scale at a reduced cost while delivering an exceptional customer experience through AI, automation and task-based workflows. Additionally, the Company’s strategy includes the ability to keep the consumer in its ecosystem - keeping that customer for the title work and escrow/settlement services.
Because of policy changes and shifts in the marketplace, independent mortgage lenders (IMBs) have come back in force. By 2016, nonbank mortgage origination for the first time surpassed that of the banks. The rapid rise of the nonbank mortgage lenders could have been possible only with the assistance of federal subsidies.
By 2016, nonbank mortgage origination for the first time surpassed that of the banks. The rapid rise of the nonbank mortgage lenders could have been possible only with the assistance of federal subsidies. In the decade from 2010 to 2020, nonbanks effectively doubled their market share of Fannie, Freddie, and FHA lending.
These statutes and regulations regulate how Beeline operates, and the licenses Beeline and its employees are required to maintain. They also dictate the education and training required by employees, disclosures that are required to be made to consumers, etc. Any changes to the regulatory structure may impact how Beeline does its business.
They also dictate the education and training required by employees, disclosures that are required to be made to consumers, etc. Any changes to the regulatory structure may impact how the Company does its business. The CFPB has undergone significant restrictions under the Trump Administration which has included massive downsizing, reduced funding and a reduced regulation focus.
To further its growth, Beeline may need to reduce this dependency and seek other material lead sources. Acquisition efforts are focused on managing advertising budgets efficiently, allocating resources strategically, and meticulously tracking return on ad spending.
To support future growth, the Company may seek to reduce this dependency by developing other material lead sources. Acquisition efforts focus on managing advertising budgets efficiently, allocating resources strategically, and tracking return on ad spend. Marketing Data: Marketing data is central to the Company’s decision-making process.
None of this is possible without a great brand and great user experience when interacting with Beeline’s technology and staff. Beeline’s strategy in this area is to continue to push digital content to the right audiences who are interested in a lending experience like the one it offers.
The Company’s strategy in this area is to continue to push digital content to the right audiences who are interested in a lending experience like the one it offers. When human touch points are necessary or requested, it provides the consumer with a knowledgeable, friendly and solutions-based support system.
Beeline Business Initiatives Beeline’s business initiatives include adding lending products to its current suite. This may include VA and FHA originated and underwritten fully in-house at Beeline. Additionally, it anticipates expansion of its commercial loan offerings. Beeline also plans to have direct seller approval with Fannie Mae and Freddie Mac in the second half of 2025.
This may include additional non-QM offerings, second lien offerings, VA and FHA offerings, etc. Additionally, it anticipates expansion of its BeelineEquity product (described above). The Company also plans to have direct seller approval with Fannie Mae and/or Freddie Mac in the second half of 2026.
Debt Exchange Agreement On September 4, 2024, the Company and its new subsidiary, Craft, entered into a Debt Exchange Agreement, which closed on October 7, 2024, resulting in the assignment by the Company of 720 barrels of spirits to Craft, followed by the merger of Craft into a limited liability company owned by certain creditors of the Company.
Beeline Financial is an AI-driven fintech mortgage lender that develops proprietary software in the form of major enhancements and new developments in its lending platform and introduced its AI-powered Chatbot (“Chatbot”) “Bob” in July 2023. 5 Debt Exchange Agreement On September 4, 2024, Eastside and its then-subsidiary, Craft Canning + Printing (“Craft C+P”), entered into a Debt Exchange Agreement (the “Debt Exchange Agreement”), which closed on October 7, 2024, resulting in the assignment by Eastside of 720 barrels of spirits to Craft C+P, followed by the merger of Craft C+P into a limited liability company owned by certain creditors of Eastside and the deconsolidation of Craft C+P in 2024.
Refinancing mortgage loans are particularly influenced by current levels as well as expected trends in interest rates. Nevertheless, the traditional patterns of seasonality seen in the housing market were less pronounced in 2021, 2022 and 2023 largely due to rising interest rates and a tight housing supply. Currently, Beeline is observing a continued weakening of seasonality’s impact on its operations.
Nevertheless, the traditional patterns of seasonality seen in the housing market were less pronounced than 2021 through 2023 largely due to rising interest rates and a tight housing supply.
When human touch points are necessary or requested, Beeline provides the consumer with a knowledgeable, friendly and solutions-based support system. Government Regulations Affecting Beeline The statements in this section describe the government regulations specific to Beeline’s industry and should be considered carefully in conjunction with other information contained in this Report including the “Item 1A Risk Factors” .
Government Regulations The statements in this section describe the government regulations specific to the Company’s industry and should be considered carefully in conjunction with other information contained in this Report including the “Item 1A Risk Factors” . These statutes and regulations regulate how the Company operates, and the licenses it and its employees are required to maintain.
Beeline breaks down the legacy role-based mortgage process into tasks for faster processing. Beeline has built automation to satisfy underwriting conditions in the loan file in real time. This expedites the time to close while minimizing headcount and expense for Beeline.
The Company has a minority investment in a subsidiary focused on the development of AI sales tools that the Company’s lending operation seamlessly inserts in text chat on its website. The Company breaks down the legacy role-based mortgage process into tasks for faster processing. and has built automation to satisfy underwriting conditions in the loan file in real time.
Beeline expects that its technology and systems will continue to evolve, which will permit growth over the next three to five years. However, there are no assurances that Beeline will grow during this period. Beeline generates its leads exclusively online relying heavily on Google advertising, which generated over 49% of its leads in 2024.
This expedites the time to close while minimizing headcount and other expenses. The Company expects that its technology and systems will continue to evolve, providing an opportunity for growth over the next three to five years. However, there are no assurances that it will grow during this period.
Certain of its employees serve in dual roles such as Beeline’s Chief Operating Officer who also serves as General Counsel and plays a key role in compliance. Beeline also uses certain third parties who operate as independent contractors. Additionally, Beeline leverages independent contractors in marketing and technology/development.
Beeline also uses certain third parties who operate as independent contractors. Additionally, the Company leverages independent contractors in marketing and technology/development. 16
Its focus is on residential properties. However, a small portion of Beeline’s originated loans (less than 10%) are for commercial properties. Beeline can generate mortgage approvals that are more reliable than traditional pre-approvals and in as little as 7 to 10 minutes.
Its focus is on residential properties. The Company can generate mortgage approvals that are more reliable than traditional pre-approvals in as little as 7 to 10 minutes. The Company’s unique customer experience was built for digital-first consumers, especially property investors and those who work in the gig economy or are self-employed and who desire a frictionless, digital experience.
Additionally, Beeline gathers competitive intelligence to stay informed about industry trends, positioning it strategically in a dynamic market. ● Marketing communications : Beeline deploys automated, periodic emails, sometimes referred to as “drip” campaigns, to nurture potential leads and encourage conversions. It also leverages targeted auto-communications to increase engagement and conversion rates at key points in the customer lifecycle.
The Company also gathers competitive intelligence to monitor industry trends. Marketing Communications: The Company uses automated, periodic email and SMS communications to nurture potential leads and support conversion efforts. Targeted automated communications are deployed at various points in the customer lifecycle to increase engagement.
This broad and extensive supervisory and enforcement oversight will continue to occur in the future. Beeline maintains dedicated staff on the legal and compliance team to ensure timely responses to regulatory examination requests and to investigate consumer complaints in accordance with regulatory regulations and expectations.
This broad and extensive supervisory and enforcement oversight will continue to occur in the future.
Sophisticated measurement, reporting, and attribution methods provide the foundation for assessing campaign performance, ensuring that every marketing dollar spent is contributing toward Beeline’s goals. Beeline often experiments with new traffic sources and campaign types, which positions it well to keep Beeline’s marketing strategy agile and competitive.
These models rely on historical data and assumptions and may not accurately predict future performance. Measurement, reporting, and attribution methods provide the foundation for assessing campaign performance and informing marketing spend decisions. The Company often experiments with new traffic sources and campaign types to maintain an agile marketing strategy.
As states and possibly the federal government start to enact laws and regulations relating to AI, we will be subject to such changes. Seasonality The consumer lending sector, particularly with regard to mortgage loan origination volumes, is shaped by broader economic factors such as interest rates, inflation, unemployment levels, home price trends, and consumer sentiment.
As states and possibly the federal government start to enact laws and regulations relating to AI, we will be subject to additional regulations.
Presently Beeline’s warehouse line of credit has a $5 million limit. As loans are closed, Beeline sells the note and mortgage and reduces the balance on its warehouse line. Beeline is working towards increases to this amount, but no assurance can be given that an increase will occur.
Presently the Company’s three warehouse lines of credit have a total limit of $25 million. As loans are closed, the Company sells the note and mortgage and reduces the balance on its warehouse lines. Employees As of December 31, 2025, the Company has 84 employees. Certain of its employees serve in dual roles.
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Item 1. BUSINESS We are a Nevada corporation organized in 2004.
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Item 1. BUSINESS Beeline Holdings, Inc. (the “Company”) was incorporated under the laws of Nevada in 2004. On March 12, 2025, the Company changed its name from Eastside Distilling, Inc. (“Eastside”) to Beeline Holdings, Inc., reflecting the Company’s current operations and focus as a fintech mortgage lender, fractional equity purchase facilitator and title provider.
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Prior to October 7, 2024, we operated two businesses, the business which Spirits is now engaged in as a subsidiary and our digital printing can operation which we called our “craft business.” As we were negotiating the acquisition of Old Beeline, we understood that we had to eliminate the substantial debt on our balance sheet.
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Merger On September 4, 2024, the Company entered into an Agreement and Plan of Merger and Reorganization providing for the merger (the “Merger”) with East Acquisition Inc. (aka Bridgetown Spirits Corp.) and Beeline Financial Holdings, Inc. (“Beeline Financial”), a Delaware corporation. The Merger closed on October 7, 2024 and Beeline Financial became a wholly-owned subsidiary of the Company.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeSome of these risks include: Financial Risks Related to the Company ● There is substantial doubt as to our ability to continue as a going concern. ● We have substantial indebtedness which becomes due and payable now and in the near future. ● We have a very limited operating history since we acquired Old Beeline. ● Old Beeline has a history of operating losses since inception, and if it fails to generate operating cash flow, you may lose all or most of your investment. 17 Risks Related to Beeline’s Business ● Beeline depends on third party partners and vendors to maintain and grow its business, the loss of some or all of these third parties may have a material adverse effect. ● Beeline depends on its ability to sell loans and mortgage service rights (“MSRs”) in the secondary market the impairment of which would materially harm its business. ● A recession or economic downturn could halt or limit its ability to sell Beeline’s loans and lend money to future borrowers. ● Similarly, higher interest rates adversely affect Beeline’s business. ● Beeline is required to comply with many financial, legal, and regulatory laws and regulations, and any failure to comply could have a material adverse effect. ● Beeline faces intense competition that could materially and adversely affect it. ● Beeline’s loans to customers originated outside of GSE guidelines or other guidelines involve a high degree of business and financial risk. ● Beeline relies on highly-skilled personnel with knowledge of the mortgage industry, the loss of whom may negatively impact its business. ● Beeline is exposed to interest rate volatility, which could have a material adverse effect. ● Material fraud could result in significant financial losses and reputational harm. ● Beeline markets its services through advertising via online sources, and it may need to incur substantial costs to drive future sales and may be unsuccessful in doing so. ● New TCPA regulations which went into effect in early 2025 will impact Beeline’s compliance costs and give rise to new regulatory and legal risks.
Biggest changeThe current conflict with Iran may lead to higher interest rates due to inflationary pressures. ● The Company is required to comply with many financial, legal, and regulatory laws and regulations, and any failure to comply could have a material adverse effect. ● The Company faces intense competition that could materially and adversely affect it. ● The Company’s loans to customers originated outside of GSE guidelines or other guidelines involve a high degree of business and financial risk. ● The Company relies on highly-skilled personnel with knowledge of the mortgage industry, the loss of whom may negatively impact its business. ● The Company is exposed to interest rate volatility, which could have a material adverse effect. ● Material fraud could result in significant financial losses and reputational harm. ● The Company markets its services through advertising via online sources, and it may need to incur substantial costs to drive future sales and may be unsuccessful in doing so. ● TCPA regulations which went into effect in early 2025 will continue to impact the Company’s compliance costs and give rise to regulatory and legal risks.
The Company is required to follow specific guidelines and eligibility standards that impact the way it originates GSE and U.S. government agency loans, including guidelines and standards with respect to: ● credit standards for mortgage loans; ● its default and claims rates on recently produced FHA loans; ● its staffing levels and other servicing practices; ● the servicing and ancillary fees that it may charge; ● its modification standards and procedures; ● the amount of reimbursable and non-reimbursable advances that it may make; and ● the types of loan products that are eligible for sale or securitization.
The Company is required to follow specific guidelines and eligibility standards that impact the way it originates GSE and U.S. government agency loans, including guidelines and standards with respect to: ● credit standards for mortgage loans; ● its default and claims rates on recently produced FHA loans; 25 ● its staffing levels and other servicing practices; ● the servicing and ancillary fees that it may charge; ● its modification standards and procedures; ● the amount of reimbursable and non-reimbursable advances that it may make; and ● the types of loan products that are eligible for sale or securitization.
Its ability to sell and the prices it receives for its loans vary from time-to-time and may be materially adversely affected by several factors, including, without limitation: (i) an increase in the number of similar loans available for sale; (ii) conditions in the loan securitization market or in the secondary market for loans in general or for its loans in particular, which could make its loans less desirable to potential purchasers; (iii) defaults under loans in general; (iv) loan-level pricing adjustments imposed by investors and Fannie Mae and Freddie Mac (together, the “GSEs”), including adjustments for the purchase of loans in forbearance or refinancing loans; (v) the types and volume of loans being originated or sold by Beeline; (vi) the level and volatility of interest rates; and (vii) unease in the banking industry caused by, among other things, recent bank failures.
Its ability to sell and the prices it receives for its loans vary from time-to-time and may be materially adversely affected by several factors, including, without limitation: (i) an increase in the number of similar loans available for sale; (ii) conditions in the loan securitization market or in the secondary market for loans in general or for its loans in particular, which could make its loans less desirable to potential purchasers; (iii) defaults under loans in general; (iv) loan-level pricing adjustments imposed by investors and Fannie Mae and Freddie Mac (together, the “GSEs”), including adjustments for the purchase of loans in forbearance or refinancing loans; (v) the types and volume of loans being originated or sold by the Company; (vi) the level and volatility of interest rates; and (vii) unease in the banking industry caused by, among other things, recent bank failures.
Federal and state regulators or courts could adopt interpretations of laws and regulations-including with respect to RESPA and its governance over affiliated business arrangements, bona fide joint ventures and marketing services arrangements, TILA’s provisions applicable to transactions involving mortgage brokers, and other disclosure requirements-that could increase the regulatory risk and scrutiny of Beeline’s affiliate and third-party strategic relationships, raise licensing/registration questions, require restructuring of these relationships (as well as suspend its operations in a given jurisdiction pending such restructuring), result in financial liabilities (including indemnification, repurchase demands or financial penalties), carry litigation risk (including, potentially, false claim-related risk), and/or diminish the value of these relationships.
Federal and state regulators or courts could adopt interpretations of laws and regulations-including with respect to RESPA and its governance over affiliated business arrangements, bona fide joint ventures and marketing services arrangements, TILA’s provisions applicable to transactions involving mortgage brokers, and other disclosure requirements-that could increase the regulatory risk and scrutiny of the Company’s affiliate and third-party strategic relationships, raise licensing/registration questions, require restructuring of these relationships (as well as suspend its operations in a given jurisdiction pending such restructuring), result in financial liabilities (including indemnification, repurchase demands or financial penalties), carry litigation risk (including, potentially, false claim-related risk), and/or diminish the value of these relationships.
These and related consequences could also impact our vendors which could have negative impacts on us and our operations. We cannot predict how this will affect our business, but the impact may be material and adverse. A failure to maintain our Nasdaq listing could negatively impact our future capital-raising abilities .
These and related consequences could also impact our vendors which could have negative impacts on us and our operations. We cannot predict how this will affect our business, but the impact may be material and adverse. 35 A failure to maintain our Nasdaq listing could negatively impact our future capital-raising abilities .
The recent impositions of tariffs by the U.S. and any retaliatory actions by foreign countries could contribute to higher inflation and reduced economic activity for a prolonged period of time, thereby delaying any rate reductions or potentially resulting in rate increases in the future, as well as reduced demand for mortgages.
The impositions of tariffs by the U.S. and any retaliatory actions by foreign countries could contribute to higher inflation and reduced economic activity for a prolonged period of time, thereby delaying any rate reductions or potentially resulting in rate increases in the future, as well as reduced demand for mortgages.
These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time consuming, including due to increased training of our current employees, additional hiring of new employees, and increased assistance from consultants. The SEC’s cybersecurity rules will increase our compliance costs.
These rules and regulations are expected to significantly increase our accounting, legal and financial compliance costs and make some activities more time consuming, including due to increased training of our current employees, additional hiring of new employees, and increased assistance from consultants. The SEC’s cybersecurity rules increased our compliance costs.
In addition, certain of these outstanding derivative securities are subject to adjustment provisions which may result in increased shares of common stock underlying such securities and/or lower conversion or exercise prices based on security issuances we have made and may undertake in the future.
Certain of these outstanding derivative securities are subject to adjustment provisions which may result in increased shares of common stock underlying such securities and/or lower conversion or exercise prices based on security issuances we have made and may undertake in the future.
Beeline’s Mortgage Regulatory Risks Beeline’s mortgage business is a heavily regulated industry, and its business operations expose it to risks of noncompliance with a large and increasing body of complex mortgage and lending laws and regulations at the federal and state levels.
Mortgage Regulatory Risks The mortgage business is a heavily regulated industry, and its business operations expose it to risks of noncompliance with a large and increasing body of complex mortgage and lending laws and regulations at the federal and state levels.
Demand in the secondary market for home loans and Beeline’s ability to sell the loans that it produces depend on many factors that are beyond its control, including general economic conditions and the threat of a recession, prevailing interest rates, a major war affecting the United States, the willingness of lenders to provide funding for and purchase home loans, the risk of another pandemic like COVID-19, and changes in regulatory requirements.
Demand in the secondary market for home loans and the Company’s ability to sell the loans that it produces depend on many factors that are beyond its control, including general economic conditions and the threat of a recession, prevailing interest rates, a major war affecting the United States, the willingness of lenders to provide funding for and purchase home loans, the risk of another pandemic like COVID-19, and changes in regulatory requirements.
Although it has systems and procedures designed to comply with developing legal and regulatory requirements, Beeline cannot assure you that more restrictive laws and regulations will not be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a different or more restrictive manner than it has, which could render its current business practices non-compliant or which could make compliance more difficult or expensive.
Although it has systems and procedures designed to comply with developing legal and regulatory requirements, the Company cannot assure you that more restrictive laws and regulations will not be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a different or more restrictive manner than it has, which could render its current business practices non-compliant or which could make compliance more difficult or expensive.
Due to the heavily regulated nature of the mortgage, home ownership, real estate, and insurance industries, Beeline is required to comply with a wide array of federal and state laws and regulations that regulate, among other things, the manner in which Beeline conducts its loan production, the fees that it may charge, and the collection, use, retention, protection, disclosure, transfer and other processing of personal information.
Due to the heavily regulated nature of the mortgage, home ownership, real estate, and insurance industries, the Company is required to comply with a wide array of federal and state laws and regulations that regulate, among other things, the manner in which it conducts its loan production, the fees that it may charge, and the collection, use, retention, protection, disclosure, transfer and other processing of personal information.
In addition, Beeline’s failure to comply with these laws and regulations may result in reduced payments by customers, modification of the original terms of loans, permanent forgiveness of debt, delays or defenses in the foreclosure process, increased servicing advances, litigation, enforcement actions and repurchase and indemnification obligations, as well as potential allegations that such compliance failures demonstrate weaknesses in its compliance systems.
In addition, the Company’s failure to comply with these laws and regulations may result in reduced payments by customers, modification of the original terms of loans, permanent forgiveness of debt, delays or defenses in the foreclosure process, increased servicing advances, litigation, enforcement actions and repurchase and indemnification obligations, as well as potential allegations that such compliance failures demonstrate weaknesses in its compliance systems.
Sales by us under the ELOC Agreement and other financing we may undertake could result in substantial dilution to the interests of other holders of our Common Stock.
Sales by us under the ELOC Agreement and ATM Agreement and other financing we may undertake could result in substantial dilution to the interests of other holders of our common stock.
If Beeline fails to comply with the TRID rules, including but not limited to disclosure timing requirements and the requirements related to disclosing fees within applicable tolerance thresholds, it may be unable to sell loans that it originates, it may be required to sell such loans at a discount compared to other loans, or it may be subject to repurchase or indemnification demands from purchasers or insurers/guarantors of such loans.
If the Company fails to comply with the TRID rules, including but not limited to disclosure timing requirements and the requirements related to disclosing fees within applicable tolerance thresholds, it may be unable to sell loans that it originates, it may be required to sell such loans at a discount compared to other loans, or it may be subject to repurchase or indemnification demands from purchasers or insurers/guarantors of such loans.
To compete effectively, Beeline must have a very high level of operational, technological, and managerial expertise, as well as access to capital at a competitive cost. Further, we compete with other mortgage originators and other businesses across the broader real estate and mortgage industry for those consumers that consider obtaining loans online or non-conforming loans.
To compete effectively, the Company must have a very high level of operational, technological, and managerial expertise, as well as access to capital at a competitive cost. Further, we compete with other mortgage originators and other businesses across the broader real estate and mortgage industry for those consumers that consider obtaining loans online or non-conforming loans.
Lawsuits have been brought in various states making claims against originators, servicers, assignees and purchasers of high-cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market. Due to its size and financial condition, Beeline faces greater challenges in defending litigation.
Lawsuits have been brought in various states making claims against originators, servicers, assignees and purchasers of high-cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market. Due to its size and financial condition, the Company faces greater challenges in defending litigation.
Among other requirements, the TCPA requires Beeline to obtain prior express written consent for certain telemarketing calls and to adhere to “do-not-call” registry requirements which, in part, mandate Beeline maintain and regularly update lists of consumers who have chosen not to be called and restrict calls to consumers who are on the national do-not-call list.
Among other requirements, the TCPA requires the Company to obtain prior express written consent for certain telemarketing calls and to adhere to “do-not-call” registry requirements which, in part, mandate the Company maintain and regularly update lists of consumers who have chosen not to be called and restrict calls to consumers who are on the national do-not-call list.
Many states have similar consumer protection laws regulating telemarketing. These laws limit Beeline’s ability to communicate with consumers and reduce the effectiveness of its marketing programs. The TCPA does not distinguish between voice and data, and, as such, SMS/MMS messages are also “calls” for the purpose of TCPA obligations and restrictions.
Many states have similar consumer protection laws regulating telemarketing. These laws limit the Company’s ability to communicate with consumers and reduce the effectiveness of its marketing programs. The TCPA does not distinguish between voice and data, and, as such, SMS/MMS messages are also “calls” for the purpose of TCPA obligations and restrictions.
Because its business relies on strategic relationships with third parties and affiliates, it is particularly important that it comply with RESPA, which requires lenders to make certain disclosures to mortgage loan borrowers regarding their settlement costs and affiliate relatio nships with other settlement service providers, and prohibits kickbacks, referral fees, and unearned fees associated with settlement service business.
Because its business relies on strategic relationships with third parties and affiliates, it is particularly important that it comply with RESPA, which requires lenders to make certain disclosures to mortgage loan borrowers regarding their settlement costs and affiliate relationships with other settlement service providers, and prohibits kickbacks, referral fees, and unearned fees associated with settlement service business.
If any of this information was misrepresented and such misrepresentation was not detected prior to the acquisition or closing of the loan, the value of the loan could be significantly lower than expected, resulting in a loan being approved in circumstances where it would not have been, had Beeline been provided with accurate data.
If any of this information was misrepresented and such misrepresentation was not detected prior to the acquisition or closing of the loan, the value of the loan could be significantly lower than expected, resulting in a loan being approved in circumstances where it would not have been, had the Company been provided with accurate data.
Also, some of these competitors are less reliant than we are on the sale of mortgage loans into the secondary markets to maintain their liquidity and may be able to participate in government programs that Beeline is unable to participate, all of which may place us at a competitive disadvantage.
Also, some of these competitors are less reliant than we are on the sale of mortgage loans into the secondary markets to maintain their liquidity and may be able to participate in government programs that the Company is unable to participate, all of which may place us at a competitive disadvantage.
However, we ameliorate this risk through credit monitoring through each closing date. 24 We use automated underwriting engines from the GSEs to assist us in determining if a loan applicant is creditworthy, as well as other proprietary and third-party tools and safeguards to detect and prevent fraud.
However, we ameliorate this risk through credit monitoring through each closing date. 22 We use automated underwriting engines from the GSEs to assist us in determining if a loan applicant is creditworthy, as well as other proprietary and third-party tools and safeguards to detect and prevent fraud.
Any increase in these competitive pressures could materially and adversely affect our business. 23 Our loans to customers originated outside of GSE guidelines or the guidelines of the Federal Housing Authority or Veterans Administration involve a high degree of business and financial risk, which can result in substantial losses to us .
Any increase in these competitive pressures could materially and adversely affect our business. 21 Our loans to customers originated outside of GSE guidelines or the guidelines of the Federal Housing Authority or Veterans Administration involve a high degree of business and financial risk, which can result in substantial losses to us .
Any such cybersecurity incident could adversely affect its business, create legal liability, result in operational downtime, result in reputational harm, and negatively impact Beeline’s financial condition. State and federal legislation or regulations regarding AI which may be adopted or enforced in the future could negatively impact Beeline’s business operations.
Any such cybersecurity incident could adversely affect its business, create legal liability, result in operational downtime, result in reputational harm, and negatively impact the Company’s financial condition. State and federal legislation or regulations regarding AI which may be adopted or enforced in the future could negatively impact the Company’s business operations.
Any new regulations or the occurrence of one or more of the risks and uncertainties described above regarding technology or AI that impact Beeline’s business would increase its compliance costs and risks of regulatory proceedings against it, which could materially harm our operating results and financial condition.
Any new regulations or the occurrence of one or more of the risks and uncertainties described above regarding technology or AI that impact the Company’s business would increase its compliance costs and risks of regulatory proceedings against it, which could materially harm our operating results and financial condition.
Additionally, the new Nasdaq rule also provides that a reverse split cannot be used to cure a bid price deficiency if there have been two or more reverse splits within a two-year period and the combined ratios of such reverse splits are 250:1 or greater.
Additionally, this Nasdaq rule also provides that a reverse split cannot be used to cure a bid price deficiency if there have been two or more reverse splits within a two-year period and the combined ratios of such reverse splits are 250:1 or greater.
Beeline’s inability to make new loans and sell the loans that it produces in the secondary market in a timely manner and on favorable terms would materially and adversely affect its business. In particular, market fluctuations may alter the types of loans and other products that it is able to originate and sell.
The Company’s inability to make new loans and sell the loans that it produces in the secondary market in a timely manner and on favorable terms would materially and adversely affect its business. In particular, market fluctuations may alter the types of loans and other products that it is able to originate and sell.
Failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part of its mortgage-related assets, could subject Beeline, as an originator, to monetary penalties and could result in the borrowers rescinding the affected loans.
Failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part of its mortgage-related assets, could subject the Company, as an originator, to monetary penalties and could result in the borrowers rescinding the affected loans.
In addition, some loans that Beeline produces that it believes will be conforming loans may not meet Fannie Mae or Freddie Mac guidelines, or the guidelines of the FHA or VA, in which case Beeline would be subject to a high degree of business and financial risk.
In addition, some loans that the Company produces that it believes will be conforming loans may not meet Fannie Mae or Freddie Mac guidelines, or the guidelines of the FHA or VA, in which case it would be subject to a high degree of business and financial risk.
These new rules will make it difficult to cure a bid price deficiency if the timing and circumstances are such that we cannot obtain a grace period or otherwise take the necessary actions and obtain the required approvals to effect a reverse split before a bid price deficiency occurs.
These rules make it difficult to cure a bid price deficiency if the timing and circumstances are such that we cannot obtain a grace period or otherwise take the necessary actions and obtain the required approvals to effect a reverse split before a bid price deficiency occurs.
Since the lending laws and regulations to which Beeline is subject are constantly evolving, its compliance costs continue to increase. As with any regulated business, the smaller the business, the more difficult it is to comply with applicable laws and regulations. Similarly, smaller companies like Beeline are more adversely affect by compliance costs.
Since the lending laws and regulations to which the Company is subject are constantly evolving, its compliance costs continue to increase. As with any regulated business, the smaller the business, the more difficult it is to comply with applicable laws and regulations. Similarly, smaller companies like the Company are more adversely affect by compliance costs.
In its mortgage lending business, Beeline engages in outbound telephone and text communications with consumers and accordingly must comply with a number of laws and regulations that govern said communications and the use of automatic telephone dialing systems (“ATDS”), including the TCPA and Telemarketing Sales Rules.
In its mortgage lending business, the Company engages in outbound telephone and text communications with consumers and accordingly must comply with a number of laws and regulations that govern said communications and the use of automatic telephone dialing systems (“ATDS”), including the TCPA and Telemarketing Sales Rules.
Beeline is subject to a variety of federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, and other laws related to working conditions, wage-hour pay, over-time pay, employee benefits, anti-discrimination, and termination of employment.
The Company is subject to a variety of federal and state employment and labor laws and regulations, including the Americans with Disabilities Act, the Federal Fair Labor Standards Act, and other laws related to working conditions, wage-hour pay, over-time pay, employee benefits, anti-discrimination, and termination of employment.
Additionally, Beeline operates at a competitive disadvantage when compared to U.S. federal banks and thrifts and their subsidiaries because, such other industry participants enjoy federal preemption from compliance with state law and, as a result, conduct their business under relatively uniform U.S. federal rules and standards and are generally not subject to the mortgage-related laws of the states in which they do business.
Additionally, the Company operates at a competitive disadvantage when compared to U.S. federal banks and thrifts because, such other industry participants enjoy federal preemption from compliance with state law and, as a result, conduct their business under relatively uniform U.S. federal rules and standards and are generally not subject to the mortgage-related laws of the states in which they do business.
We also expect these rules and regulations to make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board, or as executive officers.
These rules and regulations also make it more expensive for us to maintain directors’ and officers’ liability insurance. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our Board, or as executive officers.
Because Beeline’s mortgage lending business is subject to various telecommunications, data protection and privacy laws and regulations, as well as various consumer protection laws, including predatory lending laws, its failure to comply with such laws can result in material adverse effects and financial losses.
Because the mortgage lending business is subject to various telecommunications, data protection and privacy laws and regulations, as well as various consumer protection laws, including predatory lending laws, its failure to comply with such laws can result in material adverse effects and financial losses.
Beeline’s business operations depend on selling loans to a limited pool of purchasers in the secondary mortgage market, including secondary mortgage market participants and investors. Its business model requires it to sell its loans on the secondary mortgage market to replenish its lending funding and to help shift lending risks.
The Company’s business operations depend on selling loans to a limited pool of purchasers in the secondary mortgage market, including secondary mortgage market participants and investors. Its business model requires it to sell its loans on the secondary mortgage market to replenish its lending funding and to help shift lending risks.
Governmental authorities and various U.S. federal and state agencies have broad oversight and supervisory authority over Beeline’s mortgage lending business. Both the scope of the laws and regulations and the intensity of the supervision to which Beeline’s mortgage lending business is subject have increased over time.
Governmental authorities and various U.S. federal and state agencies have broad oversight and supervisory authority over the Company’s mortgage lending business. Both the scope of the laws and regulations and the intensity of the supervision to which the mortgage lending business is subject have increased over time.
Because Beeline relies on the secondary mortgage market for loan sales, an economic downturn or other adverse market trends or developments could halt or limit its ability to sell its loans and lend money to future borrowers.
Because the Company relies on the secondary mortgage market for loan sales, an economic downturn or other adverse market trends or developments could halt or limit its ability to sell its loans and lend money to future borrowers.
The loss of the services of our Chief Executive Officer, Nicholas Liuzza, Jr., Old Beeline’s Chief Operating Officer, Jessica Kennedy, Esq., or other key employees could cause substantial disruption to our business operations, which would adversely affect its business.
The loss of the services of our Chief Executive Officer, Nicholas Liuzza, Jr., our Chief Operating Officer, Jessica Kennedy, Esq., or other key employees could cause substantial disruption to our business operations, which would adversely affect its business.
Further, volatility from changes in prevailing interest rates can adversely affect the value of our MSR portfolio and servicing revenue and changes in the value, or inaccuracies in the estimates of their value, could adversely affect our financial condition and liquidity. 22 Because we are required to comply with many financial, legal, and regulatory laws and regulations, its failure to comply with all of the applicable laws and regulations could result in large fines, suspensions of its licenses to make loans in one or more states and could otherwise have a material adverse effect on Beeline.
Further, volatility from changes in prevailing interest rates can adversely affect the value of our MSR portfolio and servicing revenue and changes in the value, or inaccuracies in the estimates of their value, could adversely affect our financial condition and liquidity. 20 Because we are required to comply with many financial, legal, and regulatory laws and regulations, its failure to comply with all of the applicable laws and regulations could result in large fines, suspensions of its licenses to make loans in one or more states and could otherwise have a material adverse effect on the Company.
Beeline is also subject to regulatory risks associated with all of the above relationships, including changes in law or interpretations of law that could result in increased scrutiny of these relationships, require restructuring of these relationships, and/or diminish the value of these relationships.
The Company is also subject to regulatory risks associated with all of the above relationships, including changes in law or interpretations of law that could result in increased scrutiny of these relationships, require restructuring of these relationships, and/or diminish the value of these relationships.
Increases in costs incurred or diversion of management’s attention as a result of becoming a publicly traded company may adversely affect our business, prospects, financial condition, results of operations, and cash flows. 42 Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us .
Increases in costs incurred or diversion of management’s attention as a result of our being a publicly traded company may adversely affect our business, prospects, financial condition, results of operations, and cash flows. Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us .
If mortgage interest rates rise, fewer individuals may pursue home ownership or refinance, and the decreased profitability and loan originations will negatively impact Beeline’s business operations, operating results and financial condition.
If mortgage interest rates rise, fewer individuals may pursue home ownership or refinance, and the decreased profitability and loan originations will negatively impact the Company’s business operations, operating results and financial condition.
An inability to sell or a decrease in the prices paid to Beeline upon sale of its loans and MSRs would be detrimental to its business, as Beeline is dependent on the cash generated from such sales to fund its future loan production and repay borrowings under its warehouse lines of credit.
An inability to sell or a decrease in the prices paid to the Company upon sale of its loans and MSRs would be detrimental to its business, as it is dependent on the cash generated from such sales to fund its future loan production and repay borrowings under its warehouse lines of credit.
Contributing further to an increased probability for a recession or economic downturn in the U.S. in the near term are recent and threatened tariffs, trade wars, geopolitical conflicts, increased unemployment including due to widescale layoffs and staff reductions in the federal government, and volatility and declines in the stock market, any or all of which could cause the U.S. economy to experience a significant decline including a reduction in consumer sentiment and spending.
Contributing further to an increased probability for a recession or economic downturn in the U.S. in the near term are recent and threatened tariffs and uncertainty surrounding such actions, trade wars, geopolitical conflicts, increased unemployment including due to widescale layoffs and staff reductions in the federal government, and volatility and declines in the stock market, any or all of which could cause the U.S. economy to experience a significant decline including a reduction in consumer sentiment and spending.
Risks Related to Beeline’s Debt and Warehouse Credit Lines ● Beeline relies on indebtedness to fund its operations and growth objectives, which subjects it to numerous risks arising from its incurring this indebtedness. ● Beeline relies on warehouse lines to fund the loans it originates and without these lines, Beeline would be unable to originate loans as a correspondent lender to its investors who purchase its loans.
Risks Related to Debt and Warehouse Credit Lines ● The Company relies on indebtedness to fund its operations and growth objectives, which subjects it to numerous risks arising from its incurring this indebtedness. ● The Company relies on warehouse lines to fund the loans it originates and without these lines, it would be unable to originate loans as a correspondent lender to its investors who purchase its loans.
Our ability to raise debt, however, is subject to complying the Nasdaq Stockholders’ Equity Rule. Common stock eligible for future sale may adversely affect the market. We have a substantial number of shares of common stock issuable upon conversion or exercise of our outstanding preferred stock and warrants.
Our ability to raise debt, however, is subject to complying the Nasdaq Stockholders’ stockholders’ equity rule. 37 Common stock eligible for future sale may adversely affect the market. We have a substantial number of shares of common stock issuable upon conversion or exercise of our outstanding stock options and warrants.
If those parties were to cease providing platform services to Beeline, Beeline would be required to obtain software from another party, which could be on more expensive terms. Further, the integration of another loan origination software product would entail technical challenges and expenses and generally be disruptive to operations.
If those parties were to cease providing platform services to the Company, it would be required to obtain software from another party, which could be on more expensive terms. Further, the integration of another loan origination software product would entail technical challenges and expenses and generally be disruptive to operations.
Further, the legal and regulatory scheme is always subject to change, and we may be unable to timely comply with new laws and regulations applicable to our business. Our mortgage business faces intense competition that could materially and adversely affect it if it cannot adequately address competitive challenges.
Further, the legal and regulatory scheme is always subject to change, and we may be unable to timely comply with new laws and regulations applicable to our business. We face intense competition that could materially and adversely affect it if it cannot adequately address competitive challenges.
Should Beeline be unable to comply with any applicable technology or AI regulations, its business operations, financial condition and results of operation will be adversely affected. In addition, Beeline uses an AI product developed by MagicBlocks, a company in which Beeline has a minority interest.
Should the Company be unable to comply with any applicable technology or AI regulations, its business operations, financial condition and results of operation will be adversely affected. In addition, the Company uses an AI product developed by MagicBlocks, a company in which it has a minority interest.
Some of Beeline’s competitors have better name recognition and greater financial and other resources than it does (including access to capital). Other competitors, such as correspondent lenders who produce loans using their own funds, may have more operational flexibility in approving loans.
Some of the Company’s competitors have better name recognition and greater financial and other resources than it does (including access to capital). Other competitors, such as correspondent lenders who produce loans using their own funds, may have more operational flexibility in approving loans.
Because we rely on highly-skilled personnel with knowledge of the mortgage industry, the loss of key personnel which may negatively impact its business . Our future success depends on its ability to attract, hire, train, and retain a number of highly skilled employees and management that have knowledge of the mortgage industry.
Because we rely on highly-skilled personnel with knowledge of the mortgage industry, the loss of key personnel may negatively impact the Company . Our future success depends on its ability to attract, hire, train, and retain a number of highly skilled employees and management that have knowledge of the mortgage industry.
RESPA-related risk arises, for example, to the extent that certain services provided by one of Beeline’s affiliates or third-party partners are considered to be settlement services, consumers are not able to choose whether such services are provided by the affiliate or Beeline, and consumers are deemed to pay a charge attributable to such services, or if loans are deemed not purchased in the secondary market at fair market value.
RESPA-related risk arises, for example, to the extent that certain services provided by one of the Company’s affiliates or third-party partners are considered to be settlement services, consumers are not able to choose whether such services are provided by the affiliate or the Company, and consumers are deemed to pay a charge attributable to such services, or if loans are deemed not purchased in the secondary market at fair market value.
Additionally, the amount that we may sell under the ELOC will be limited to the daily trading dollar volume on the day of, or day before, the applicable put of shares of Common Stock, as well as certain other limitations set forth in the ELOC Agreement.
Additionally, the amount that we may sell under these arrangements will be limited to the daily trading dollar volume on the day of, or day before, the applicable put of shares of common stock, as well as certain other limitations set forth in the applicable agreement.
As a result, our short-term results of operations would be materially and adversely affected. 21 Because Beeline depends on its ability to sell loans and MSRs in the secondary market to a limited number of loan purchasers and to secondary market participants for each relevant product, its ability to originate loans and offer related mortgage service rights would be materially and adversely affected, if its ability to sell loans and mortgage service rights became impaired.
As a result, our short-term results of operations would be materially and adversely affected. 19 Because the Company depends on its ability to sell loans and MSRs in the secondary market to a limited number of loan purchasers and to secondary market participants for each relevant product, its ability to originate loans and offer related mortgage service rights would be materially and adversely affected, if its ability to sell loans and mortgage service rights became impaired.
Unlike its federally chartered competitors, Beeline is generally subject to all state and local laws applicable to lenders in each jurisdiction in which it operates, and such regulatory changes may increase Beeline’s costs or limit its activities, such as more restrictive licensing, disclosure, or fee-related laws, or laws that may impose conditions to licensing that it or its personnel are unable to meet.
Unlike its federally chartered competitors, the Company is generally subject to all state and local laws applicable to lenders in each jurisdiction in which it operates, and such regulatory changes may increase its costs or limit its activities, such as more restrictive licensing, disclosure, or fee-related laws, or laws that may impose conditions to licensing that it or its personnel are unable to meet.
Risks Related to Beeline’s Mortgage Lending Business Because Beeline depends on third party partners and vendors to maintain and grow its business, the loss of some or all of these third parties may have a material adverse effect on its results of operations.
Risks Related to the Mortgage Lending Business Because the Company depends on third party partners and vendors to maintain and grow its business, the loss of some or all of these third parties may have a material adverse effect on its results of operations.
The Company carries $1 million in coverage of direct business interruption coverage and contingent business interruption coverage under its cyber liability policy. 29 If the Company is not able to protect the privacy, use, and security of customer information, it could sustain damages that may have a material adverse effect on its business, financial condition and results of operations.
The Company carries $3 million in coverage of direct business interruption coverage and contingent business interruption coverage under its cyber liability policy. 27 If the Company is not able to protect the privacy, use, and security of customer information, it could sustain damages that may have a material adverse effect on its business, financial condition and results of operations.
These types of laws and regulations directly impact Beeline’s business and require ongoing compliance, monitoring and internal and external audits as they continue to evolve and may result in ever-increasing public and regulatory scrutiny and escalating levels of enforcement and sanctions.
These types of laws and regulations directly impact the Company’s business and require ongoing compliance, monitoring and internal and external audits as they continue to evolve and may result in ever-increasing public and regulatory scrutiny and escalating levels of enforcement and sanctions.
If Beeline lacks liquidity to continue to fund future loans, its revenues from new loan originations would be materially and adversely affected, which in turn would materially and adversely affect its potential to achieve profitability. Substantially all of Beeline’s loan production and related MSRs are sold to a limited number of purchasers in the secondary market.
If the Company lacks liquidity to continue to fund future loans, its revenues from new loan originations would be materially and adversely affected, which in turn would materially and adversely affect its potential to achieve profitability. Substantially all of the Company’s loan production and related MSRs are sold to a limited number of purchasers in the secondary market.
If it is not possible or economical for Beeline to continue originating and selling its loans in the secondary mortgage market, Beeline’s business, financial condition, and results of operations, could be materially and adversely affected.
If it is not possible or economical for the Company to continue originating and selling its loans in the secondary mortgage market, its business, financial condition, and results of operations, could be materially and adversely affected.
If Beeline was cut off without notice, such disruption could also negatively impact borrowers with loans at various points of the process. This could lead to liability to Beeline if borrowers end up with financial loss.
If the Company was cut off without notice, such disruption could also negatively impact borrowers with loans at various points of the process. This could lead to liability for the Company if borrowers end up with financial loss.
The use of AI in Beeline’s business may also result in cybersecurity incidents. Because Beeline’s use of AI involves the collection of its customers’ personal information and data, it is possible that cybersecurity incidents or breaches of the AI Beeline uses could result in the exposure of its customers’ personal information and data.
The use of AI in the Company’s business may also result in cybersecurity incidents. Because the Company’s use of AI involves the collection of its customers’ personal information and data, it is possible that cybersecurity incidents or breaches of the AI it uses could result in the exposure of its customers’ personal information and data.
In addition, Beeline’s lead generation and advertising activities and strategic relationships carry RESPA-related risk depending on certain factors, such as whether a third-party endorses or refers business to Beeline, whether any payments between the parties constitute fair market value, and any potential direct or indirect benefit to Beeline’s third-party partners in addition to benefits provided directly to consumers.
In addition, the Company’s lead generation and advertising activities and strategic relationships carry RESPA-related risk depending on certain factors, such as whether a third-party endorses or refers business to the Company, whether any payments between the parties constitute fair market value, and any potential direct or indirect benefit to its third-party partners in addition to benefits provided directly to consumers.
Adding to these difficulties, laws may conflict with each other and, if Beeline complies with the laws of one jurisdiction, it may find that it is violating the laws of another jurisdiction. These difficulties potentially increase its exposure to the risks of noncompliance with these laws and regulations, which could materially and adversely affect Beeline’s business.
Adding to these difficulties, laws may conflict with each other and, if the Company complies with the laws of one jurisdiction, it may find that it is violating the laws of another jurisdiction. These difficulties potentially increase its exposure to the risks of noncompliance with these laws and regulations, which could materially and adversely affect the Company’s business.
The failure to comply with the new TCPA rules could result in fines between $500 to $1,500 per violation. If we fail to comply with the rules, it may be subject to legal and regulatory fines, which may negatively impact its financial condition and results of operations.
The failure to comply with the TCPA and related rules adopted thereunder could result in fines between $500 to $1,500 per violation. If we fail to comply with the rules, it may be subject to legal and regulatory fines, which may negatively impact its financial condition and results of operations.
If analysts do, and one or more analysts who cover us downgrade our common stock, the market price for our common stock would likely decline. We have never paid dividends on our common stock and we do not expect to pay dividends on our common stock for the foreseeable future.
If one or more analysts who cover us downgrade our common stock, the market price for our common stock would likely decline. We have never paid dividends on our common stock and we do not expect to pay dividends on our common stock for the foreseeable future. Except for dividends we are required to pay on our preferred stock.
These limitations will limit our ability to raise capital under the ELOC Agreement, and may significantly delay the amount of time it takes us to raise capital thereunder, which could prove harmful to us and our ability to meet our working capital and operational needs through use of the ELOC Agreement.
These limitations will limit our ability to raise capital under these arrangements, and may significantly delay the amount of time it takes us to raise capital thereunder, which could prove harmful to us and our ability to meet our working capital and operational needs through use of these financing arrangements.
If Beeline is unable to sell such loans to private investors, it may be required to hold such loans for an extended period, which exacerbates working capital needs.
If the Company is unable to sell such loans to private investors, it may be required to hold such loans for an extended period, which exacerbates working capital needs.
Furthermore, interest rates depend on action taken by the Federal Reserve, which in turn depends on the current state of inflation and the U.S. economy.
Furthermore, interest rates depend on action taken by the Federal Reserve, which in turn depends on the current state of inflation and the U.S. economy as well as politics.
If Beeline fails to comply with employment and labor laws and regulations could materially and adversely affect its business, financial condition, and results of operations.
If the Company fails to comply with employment and labor laws and regulations could materially and adversely affect its business, financial condition, and results of operations.
In April 2025, the FCC is imposing new text and call opt-out rules, requiring companies who utilize robocalls and robotexts to broaden the standard terms consumers can use to revoke consent and treat natural language revocation requests beyond the standard opt-out terms as valid opt-out requests.
In April 2025, the FCC imposed additional text and call opt-out rules, requiring companies who utilize robocalls and robotexts to broaden the standard terms consumers can use to revoke consent and treat natural language revocation requests beyond the standard opt-out terms as valid opt-out requests.
If in the future Beeline is found to have violated the TCPA, the amount of damages and potential liability could be extensive and materially and adversely impact Beeline’s business, financial condition and results of operations.
If in the future the Company is found to have violated the TCPA, the amount of damages and potential liability could be extensive and materially and adversely impact the Company’s business, financial condition and results of operations.
Risks Relating to Our Common Stock ● The market price of our shares of common stock and our ability to raise capital as and when needed are subject to fluctuation including based on external forces and events which are beyond our control. ● Existing shareholders face substantial additional dilution and the potential for downward price pressure, including based on capital raising transactions underway or planned in the near term and outstanding derivative securities. ● If we fail to maintain our listing on Nasdaq, investors’ ability to sell our common stock will be diminished. ● Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us. ● Outstanding preferred stock and any new preferred stock that may be issued could harm our existing stockholders. ● If we raise capital in the future, it may dilute our existing stockholders’ ownership and/or have other adverse effects on us, our securities or our operations. ● Common stock eligible for future sale may adversely affect the market. ● A lack of securities or industry analyst coverage on our business or negative reports could negatively impact the market price and trading volume of our common stock. ● We have never paid dividends, and we do not expect to pay dividends for the foreseeable future.
Risks Relating to Our Common Stock ● The market price of our shares of common stock and our ability to raise capital as and when needed are subject to fluctuation, including based on external forces and events which are beyond our control. ● If we fail to maintain our listing on Nasdaq, investors’ ability to sell our common stock will be diminished. ● Our failure to maintain effective disclosure controls and internal controls over financial reporting could have an adverse impact on us. ● Outstanding derivative securities and any new derivative securities that may be issued could harm our existing stockholders. ● If we raise capital in the future, it may dilute our existing stockholders’ ownership and/or have other adverse effects on us, our securities or our operations. ● Common stock eligible for future sale may adversely affect the market. ● A lack of securities or industry analyst coverage on our business or negative reports could negatively impact the market price and trading volume of our common stock. ● We have never paid dividends, and we do not expect to pay dividends for the foreseeable future.
The payment of future cash dividends, if any, depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and other factors. As a result, capital appreciation, if any, of our common stock, will be your sole source of gain for the foreseeable future. Item 1B. UNRESOLVED STAFF COMMENTS None.
The payment of future cash dividends, if any, depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities and other factors. As a result, capital appreciation, if any, of our common stock, will be your sole source of gain for the foreseeable future. 38
Further, if Beeline’s current third-party partnerships and vendors were to stop providing services to it on acceptable terms or at all, or if Beeline’s commercial partners were to terminate their relationships with it, Beeline may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all.
Further, if the Company’s current third-party partnerships and vendors were to stop providing services to it on acceptable terms or at all, or if its commercial partners were to terminate their relationships with it, the Company may be unable to procure alternatives in a timely and efficient manner and on acceptable terms, or at all.
If Beeline is unable to use this AI product in the future, Beeline may experience additional costs and business disruptions.
If the Company is unable to use this AI product in the future, it may experience additional costs and business disruptions.
In addition, our management team will need to devote substantial attention to interacting with the investment community and complying with the increasingly complex laws pertaining to public companies, which may divert attention away from the day-to-day management of our business, including operational, research and development and sales and marketing activities.
In addition, our management team is required to devote substantial attention to interacting with the investment community and complying with the increasingly complex laws pertaining to public companies, which may divert attention away from the day-to-day management of our business, including operational, sales and marketing activities.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe intend to have devoted financial and personnel resources to implement and maintain security measures to meet regulatory requirements and shareholder expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure. We intend to establish and maintain a Cybersecurity Maturity Model Certification compliance program and work to meet all applicable deadlines.
Biggest changeIn addition to this devoted resource, we intend to have devoted financial resources to implement and maintain security measures to meet regulatory requirements and stockholder expectations, and we intend to continue to make investments to maintain the security of our data and cybersecurity infrastructure.
Item 1C. CYBERSECURITY Risk Management and Strategy Like all companies that utilize electronic technology, we are subject to threats of breaches of our technology systems. To mitigate the threat to our business, we will take a comprehensive approach to cybersecurity risk management. Our Board and our management actively oversee our risk management program, including the management of cybersecurity risks.
Item 1C. CYBERSECURITY Risk Management and Strategy Like all companies that utilize electronic technology, we are subject to threats of breaches of our technology systems. To mitigate the threat to our business, we take a comprehensive approach to cybersecurity risk management. Our Board and our management oversee our risk management program, including the management of cybersecurity risks.
We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial condition.
We can provide no assurance that there will not be incidents in the future or that past or future attacks will not materially affect us, including our business strategy, results of operations, or financial condition. We are committed to addressing all incidents in a timely and transparent manner as well as ensuring the appropriate engagement of third-party partners.
We intend to have established policies, standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats, including those discussed in our Risk Factors.
In early 2025, the Company hired a senior cybersecurity and cloud infrastructure leader. Since this hire, the Company has established policies , standards, processes and practices for assessing, identifying, and managing material risks from cybersecurity threats, including those discussed in our Risk Factors in this Report.
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We plan to validate the maturity of our Cybersecurity policies, standards and processes against industry certifications in the near future.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeBeeline’s other key facility is located in Burleigh Heads, Australia where an Australian subsidiary leases 3,455 square feet at a rent of $12,456 per annum U.S. dollars based on exchange rates as of March 20, 2025.
Biggest changeThe Company’s other key facility is located in Burleigh Heads, Australia where an Australian subsidiary leases 527 square feet at a rent of $5,883 per month. In addition, the Company leases small offices in executive suites at three business offices and three virtual Regus offices in Virginia, Texas, Louisiana, Massachusetts, and California.
Item 2. PROPERTIES Beeline’s principal office is located at 188 Valley Street, Suite 225, in Providence, Rhode Island where it has a long-term lease of 9,282 square feet with current rent of $19,561 per month. The lease expires in 2030.
Item 2. PROPERTIES The Company’s principal office is located at 188 Valley Street, Suite 225, in Providence, Rhode Island where it has a long-term lease of 9,282 square feet with current rent of $17,883 per month. The lease expires in 2027.
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In addition, Beeline leases small offices in executive suites at three business offices and three virtual Regus offices in Virginia, Texas, Louisiana, Massachusetts, and California. The total monthly cost for these facilities is $3,650. Spirits carries on its operations at 2150 SE Hanna Harvester Drive, Milwaukie OR. At that location, blending, bottling and warehousing are conducted within 14,644 square feet.
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The total monthly cost for these facilities is $3,650.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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As of the date of this Report, the Company is not aware of any pending legal proceedings to which the Company or any of its subsidiaries is a party which, if determined adversely, would have a material effect on its business, results of operations, cash flows or financial position. Item 4. MINE SAFETY DISCLOSURES Not applicable. 44 PART II
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As of the date of this Report, except as set forth below, the Company is not currently subject to any other material legal proceedings; however, it could be subject to legal proceedings and claims from time to time in the ordinary course of its business, or legal proceedings it considered immaterial may in the future become material.
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Regardless of the outcome, litigation can, among other things, be time consuming and expensive to resolve, and can divert management resources. On October 7, 2025, Mendez et. al. v.
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Optimal Blue, LLC, et. al. filed a class action complaint in the US District Court, Middle District of Tennessee alleging the Company’s use of Optimal Blue’s pricing software violated federal antitrust laws against 28 defendants, including Beeline Loans, a subsidiary of the Company.
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On February 23, 2026, the plaintiffs filed an amended complaint removing 17 defendants, adding additional plaintiffs and adding additional description of Optimal Blue’s products to the complaint. Beeline Loans remains a defendant in the amended complaint. The Company intends to defend the case vigorously.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeDividend Policy We have not paid cash dividends on our common stock since our inception, and we do not contemplate paying dividends in the foreseeable future. Recent Sales of Unregistered Securities All recent sales of unregistered securities have been disclosed. Repurchase of Securities None. Item 6. [Reserved]
Biggest changeDividend Policy We have not paid cash dividends on our common stock since our inception, and we do not contemplate paying dividends in the foreseeable future. Recent Sales of Unregistered Securities Except as disclosed under Part II – Item 9.B. – Other Information under “Unregistered Sales,” all recent sales of unregistered securities have previously been disclosed. Repurchase of Securities None.
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on The Nasdaq Capital Market under the symbol “BLNE.” Shareholders The registrar and transfer agent for our shares of common stock is Transfer Online, Inc. 512 SE Salmon Street, Portland, Oregon 97214 (Telephone: (503) 227-2950)).
Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock trades on The Nasdaq Capital Market under the symbol “BLNE.” Stockholders The registrar and transfer agent for our shares of common stock is Transfer Online, Inc. 512 SE Salmon Street, Portland, Oregon 97214 (Telephone: (503) 227-2950)).
As of April 15, 2025, there were 8,096,479 shares of our common stock outstanding, which were held by 203 record stockholders.
As of March 31, 2026, there were 30,647,369 shares of our common stock outstanding, which were held by 174 record stockholders.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. [Reserved] 45 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 45 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 56 Item 8. Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 57 Item 9A. Controls and Procedures 57 Item 9B.
Biggest changeItem 6. [Reserved] 40 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40 Item 7A. Quantitative and Qualitative Disclosures about Market Risk 53 Item 8. Financial Statements and Supplementary Data F-1 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 54 Item 9A. Controls and Procedures 54 Item 9B.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change(Dollars in thousands) 2024 2023 Beeline ( October 8, 2024 through December 31, 2024) $ 1,195 $ - Bridgetown Spirits 2,577 3,787 Total Revenues 3,772 3,787 Beeline $ (1,954 ) $ - Bridgetown Spirits (3,840 ) (601 ) Corporate (444 ) (4,185 ) Total loss from continuing operations $ (6,238 ) $ (4,786 ) Beeline (October 8, 2024 through December 31, 2024) (Dollars in thousands) 2024 Gain on sale of loans, net $ 757 Title fees 277 Loan origination fees 214 Interest income 86 Interest expense (141 ) Data and tech services 2 Total net revenues 1,195 Salaries and benefits 1,242 Marketing and advertising 423 Professional fees 24 General and administrative expenses 232 Depreciation and amortization 736 Other operating expenses 477 Total operating expenses 3,134 Loss from operations (1,939 ) Interest expense (11 ) Other expense (4 ) Net loss $ (1,954 ) 50 For the period October 8, 2024 through December 31, 2024, Beeline originated $57 million in residential mortgage loans and reported a net loss of $2.0 million.
Biggest change(Dollars in thousands) 2025 2024 (1) Revenues Beeline Loans $ 6,391 $ 918 Beeline Title Holdings 1,379 192 Total net revenues $ 7,770 $ 1,110 Net Loss from Continuing Operations Beeline Loans $ (9,245 ) $ (1,925 ) Beeline Title Holdings (692 ) (63 ) Corporate (12,729 ) (404 ) Total net loss from continuing operations $ (22,666 ) $ (2,392 ) (1) Due to the Merger, 2024 includes the corporate segment and Beeline’s results for the period October 8, 2024 to December 31, 2024. 45 Beeline Loans (For the Year Ended December 31, 2025 and the Period October 8, 2024 – December 31, 2024) (Dollars in thousands) 2025 October 8, 2024 - December 31, 2024 Gain on sale of loans, net $ 5,384 $ 757 Loan origination fees 1,019 214 Interest income (expense) Interest income 406 86 Interest expense (432 ) (141 ) Interest income (expense), net (26 ) (55 ) Other revenues 14 2 Total net revenues 6,391 918 Compensation, commissions and benefits 6,660 1,012 General and administrative expenses 874 253 Depreciation and amortization 3,216 736 Marketing and advertising 2,671 409 Other operating expenses 2,130 422 Total operating expenses 15,551 2,832 Loss from operations (9,160 ) (1,914 ) Interest expense (36 ) (11 ) Gain on extinguishment of debt 34 - Other expense (83 ) - Net loss from continuing operations $ (9,245 ) $ (1,925 ) For the year ended December 31, 2025 and the period October 8, 2024 – December 31, 2024, Beeline Loans originated $170.2 million and $57.0 million in residential mortgage loans, respectively; reported net revenues of $6.4 million and $0.9 million, respectively; and reported a net loss from continuing operations of $9.2 million and $1.9 million, respectively.
Typically, home sales peak in the second and third quarters, but in 2022 and 2023, rising interest rates and ongoing housing supply constraints disrupted these seasonal trends. Despite steady consumer demand for credit, high interest rates and economic uncertainty may cause borrowers to delay financing decisions, leading to fluctuations in Beeline’s revenue and financial performance.
Typically, home sales peak in the second and third quarters, but in 2022 and 2023, rising interest rates and ongoing housing supply constraints disrupted these seasonal trends. Despite steady consumer demand for credit, high interest rates and economic uncertainty may cause borrowers to delay financing decisions, leading to fluctuations in the Company’s revenue and financial performance.
The critical accounting policies and practices used by the Company for the year ended December 31, 2024 financial statements relate to the policies and practices the Company uses to account for: Mortgage loans held for sale and gains on sale of loans revenue recognition.
The critical accounting policies and practices used by the Company in the financial statements for the year ended December 31, 2025 relate to the policies and practices the Company uses to account for: Mortgage loans held for sale and gains on sale of loans revenue recognition.
Segment Reporting The following discussion provides an analysis of the financial performance of each of our reportable segments consisting of Beeline, Bridgetown Spirits and Corporate. We evaluate segment performance based on key financial and operational metrics, including revenue, operating income, and margin trends. The results of each segment are presented in accordance with our internal management reporting structure.
Segment Reporting The following discussion provides an analysis of the financial performance of each of our reportable segments consisting of Beeline Loans, Beeline Title Holdings and Corporate. We evaluate segment performance based on key financial and operational metrics, including revenue, operating income, and margin trends. The results of each segment are presented in accordance with our internal management reporting structure.
On December 31, 2024, the Company entered into entered into a Common Stock Purchase Agreement and related Registration Rights Agreement (collectively, the “ELOC Agreement”) with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase, up to $35 million of the Company’s common stock, subject to a sale limit of 19.99% of the outstanding shares of the Company’s common stock.
On December 31, 2024, the Company entered into the ELOC Agreement with an institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell, and the Purchaser agreed to purchase, up to $35 million of the Company’s common stock, subject to a sale limit of 19.99% of the outstanding shares of the Company’s common stock.
In the fourth quarter, a temporary decline in the 10-year Treasury rate drove a notable increase in loan originations, reinforcing our belief that interest rates, housing supply, and affordability will remain key factors influencing future volume. Additionally, Beeline has expanded its focus on its B2B SaaS strategy, which is also subject to macroeconomic conditions.
In the fourth quarter of 2025, a temporary decline in the 10-year Treasury rate drove a notable increase in loan originations, reinforcing the Company’s belief that interest rates, housing supply, and affordability will remain key factors influencing future volume. Additionally, the Company is expanding its focus on its B2B SaaS strategy, which is also subject to macroeconomic conditions.
To measure operational efficiency and growth, we track a range of performance metrics in our lending and title businesses, including production data. Beeline Loans, the principal operating subsidiary of Beeline, uses data to track margin and gain-on-sale revenue. The title companies use data to track file revenue.
To measure operational efficiency and growth, the Company tracks a range of performance metrics in its lending and title businesses, including production data. Beeline Loans, the principal operating subsidiary of the Company, uses data to track margin and net gain-on-sale of loans revenue. The title companies use data to track per file revenue.
The repayments of Beeline’s borrowings come from the revenue generated by selling its loans to a network of purchasers. 47 In 2024, Beeline made significant investments in its platform to leverage mortgage origination opportunities, despite overall lower volumes compared to 2020 and 2021 due to fluctuating interest rates.
The repayments of the Company’s borrowings come from the revenue generated by selling its loans to a network of institutional investors. In 2024, the Company made significant investments in its platform to leverage mortgage origination opportunities, despite overall lower volumes compared to 2020 and 2021 due to fluctuating interest rates.
Loan origination fees were $0.2 million for the period October 8, 2024 through December 31, 2024. Loan interest income and expense. Interest income is interest earned on mortgage loans held for sale and interest expense is paid on our loan funding facilities. Net interest expense was $ 0.1 million for the period October 8, 2024 through December 31, 2024.
Loan origination fees were $1.0 million and $0.2 million for the year ended December 31, 2025 and the period October 8, 2024 – December 31, 2024, respectively. Loan interest income and expense. Interest income is interest earned on mortgage loans held for sale and interest expense is interest paid on our loan funding facilities.
Limited housing supply has constrained home purchase activity. Rising interest rates have further exacerbated this issue by increasing home prices, reducing affordability, and discouraging transactions. However, Beeline believes that persistent imbala nces between supply and demand will ultimately drive greater home construction, expanding housing inventory and stimulating future mortgage activity.
Limited housing supply has constrained home purchase activity. Rising interest rates have further exacerbated this issue by increasing home financing costs, reducing affordability, and discouraging transactions. However, the Company believes that persistent imbalances between supply and demand will ultimately drive greater home construction, expanding housing inventory and stimulating future mortgage activity.
Interest rate changes have a direct impact on mortgage loan refinancing and overall mortgage loan volume. In a declining interest rate environment, refinancing activity typically increases, whereas rising interest rates tend to reduce refinancing and home purchase transactions. However, higher rates can also drive demand for cash-out refinancings and home equity loans.
In a declining interest rate environment, refinancing activity typically increases, whereas rising interest rates tend to reduce refinancing and home purchase transactions. However, higher rates can also drive demand for cash-out refinancings and home equity loans.
Loan origination costs are charged to operations as incurred. Interest Income Interest income on mortgage loans held for sale is recognized for the period from loan funding to sale based upon the principal balance outstanding and contractual interest rates.
Interest Income Interest income on mortgage loans held for sale is recognized for the period from loan funding to sale based upon the principal balance outstanding and contractual interest rates.
Interest Expense. Interest expense, exclusive of the warehouse line of credit, was $2.2 million and $1.1 million for the years ended December 31, 2024 and 2023, respectively, primarily related to debt and warrant related expenses. Gain on extinguishment of debt.
Interest expense, exclusive of the warehouse lines of credit, was $2.3 million and $2.2 million for the years ended December 31, 2025 and 2024, respectively, primarily related to the amortization of debt and warrant related expenses and interest on debt. Gain (Loss) on extinguishment of debt.
We maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our business needs and financial obligations under both normal and stressed conditions. We believe that our consolidated liquidity and availability under our revolving credit facilities will be sufficient to meet our liquidity needs.
We maintain a strong focus on liquidity and define our liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet our business needs and financial obligations under both normal and stressed conditions.
During 2025, the Company sold 6,417,159 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 320,862 shares of common stock for total gross proceeds of $3.3 million. As of March 31, 2025, we have approximately $1.4 million in cash.
During the year ended December 31, 2025, the Company sold 6,417,159 shares of Series G Preferred Stock and five-year Warrants to purchase a total of 320,862 shares of common stock for total gross proceeds of $3.3 million.
Actual losses incurred are reflected as write-offs against the loan indemnification reserve. Since mortgage loans held for sale have maturity dates greater than one year from the balance sheet date but are expected to be sold in a short time frame (less than one year), they are recorded as current assets.
Actual losses incurred are reflected as a reduction in gains on sale of loans, net in the consolidated statements of operations. Since mortgage loans held for sale have maturity dates greater than one year from the balance sheet date but are expected to be sold in a short time frame (less than one year), they are recorded as current assets.
Beeline’s ability to attract and retain customers depends on delivering a seamless and competitive digital mortgage experience. The shift toward digital transactions, accelerated by the COVID-19 pandemic, has increased consumer willingness to engage in high-value online purchases, including mortgage applications. Beeline’s platform is designed to provide a convenient and efficient digital experience, positioning it favorably against traditional mortgage origination methods.
The Company’s ability to attract and retain customers depends on delivering a seamless and competitive digital mortgage experience. The shift toward digital transactions, accelerated by the COVID-19 pandemic, has increased consumer willingness to engage in high-value online purchases, including mortgage applications.
When the mortgage loan is sold into the secondary market (i.e., funded), any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans. Gain on sale of loans, net were $ 0.8 million for the period October 8, 2024 through December 31, 2024. Title fees.
When the mortgage loan is sold into the secondary market (i.e. funded), any difference between the proceeds received and the current fair value of the loan is recognized in current period earnings in gain on sale of loans.
Impairment of internal-use software is evaluated under ASC 350-40-35, Subsequent Measurement, on a qualitative basis and if indicators exist, then a quantitative analysis is performed under ASC 360. Stock-based compensation. The Company recognizes as compensation expense all stock-based awards issued to employees.
Impairment of internal-use software is evaluated under ASC 350-40-35, Subsequent Measurement, on a qualitative basis and if indicators exist, then a quantitative analysis is performed under ASC 360.
Beeline uses industry tools to benchmark its margin and note rates against the broader mortgage origination market. We also evaluate key business drivers for Beeline subsidiaries, such as Beeline Labs, by monitoring revenue, unit sales, and SaaS (B2B) growth potential. Additionally, we assess customer acquisition costs and profitability per loan to optimize financial performance.
The Company uses industry tools to benchmark its margin and note rates against the broader mortgage origination market. The Company also evaluates key business drivers for its subsidiaries by monitoring originations, margin, unit sales, and pull through. Additionally, the Company assesses customer acquisition costs and revenue per loan to optimize financial performance.
Revenue recognition is discontinued when loans become 90 days delinquent, or when, in management’s opinion, the recovery of principal and interest becomes doubtful and the mortgage loans held for sale are put on nonaccrual status.
Revenue recognition is discontinued when loans become 90 days delinquent, or when, in management’s opinion, the recovery of principal and interest becomes doubtful and the mortgage loans held for sale are put on nonaccrual status. For loans that have been modified, a period of six payments is required before the loan is returned to an accrual basis.
Salaries and benefits. Salaries and benefits were $1.2 million for the period October 8, 2024 through December 31, 2024. Marketing and advertising. Marketing and advertising were $0.4 million for the period October 8, 2024 through December 31, 2024. General and administrative expenses.
Compensation and benefits expenses were $1.2 million and $0.2 million for the year ended December 31, 2025 and the period October 8, 2024 – December 31, 2024, respectively. General and administrative expenses.
Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations. The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year.
The Company tests goodwill for impairment annually in the fourth quarter, or more frequently when indications of potential impairment exist. The Company monitors the existence of potential impairment indicators throughout the fiscal year.
Revenue recognition Gains on Sale of Loans, Net See discussion above under “Mortgage Loans Held for Sale and Gain on Sale of Loans Revenue Recognition” and below under “Derivative Financial Instruments and Revenue Recognition”. Title Fees Commissions earned at loan settlement on insurance premiums paid to title insurance companies.
Revenue recognition Gains on Sale of Loans, Net See discussion above under “Mortgage Loans Held for Sale and Gain on Sale of Loans Revenue Recognition” and below under “Derivative Financial Instruments and Revenue Recognition”. Loan Origination Fees and Costs Loan origination fees represent revenue earned from originating mortgage loans.
Loan Origination Fees and Costs Loan origination fees represent revenue earned from originating mortgage loans. Loan origination fees generally represent flat per-loan fee amounts based on a percentage of the original principal loan balance and are recognized as revenue at the time the mortgage loans are funded since the loans are held for sale.
Loan origination fees generally represent flat per-loan fee amounts and are recognized as revenue at the time the mortgage loans are funded since the loans are held for sale. Loan origination costs are charged to operations as incurred.
Its intuitive digital interface minimizes reliance on paper applications and manual processes, enabling faster and more efficient loan transactions. Continued investment in automation and technology development will further reduce production costs and enhance customer acquisition efforts. Customer acquisition is another critical component of Beeline’s success. Beeline aims to expand its reach while providing a highly personalized digital experience.
Continued investment in automation and technology development will further reduce mortgage production costs and enhance customer acquisition efforts. Customer acquisition is another critical component of the Company’s success. The Company aims to expand its reach while providing a highly personalized digital experience.
The discussion which follows should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in this Report. 46 Our Business Beeline is a full service direct-to-consumer lender specializing in conventional conforming and non-conforming residential first-lien mortgages and providing title services.
The discussion which follows should be read in conjunction with the consolidated financial statements and notes to the consolidated financial statements contained in this Report. 40 Our Business Beeline Loans, Beeline Title Holdings, Beeline Labs, and their subsidiaries, operate a full-service, direct-to-consumer digital mortgage lender specializing in conventional conforming and non-conforming residential first-lien mortgages, a title provider offering title, escrow, and closing services, and a technology platform licensing a proprietary software-as-a-service (“SaaS”) product.
For the year ended December 31, 2024, net cash used in operating activities of continuing operations was $3.2 million compared to $1.5 million for the year ended December 31, 2023 primarily due to the inclusion of Beeline’s net loss of $2.0 million for the period October 8, 2024 through December 31, 2024.
For the years ended December 31, 2025 and 2024, net cash used in operating activities of continuing operations was $22.1 million and $4.3 million, respectively, primarily due to the inclusion of Beeline’s net loss from continuing operations of $22.7 million for the year ended December 31, 2025.
General and administrative expenses consists primarily of rent and were $0.2 million for the period October 8, 2024 through December 31, 2024. Other operating expenses . Other operating expenses consists of expenses directly related to the origination of loans and is charged by investors at the sale of loans excluding interest.
Marketing and advertising expenses were $2.7 million and $0.4 million for the year ended December 31, 2025 and the period October 8, 2024 – December 31, 2024, respectively. Other operating expenses. Other operating expenses consist of expenses directly related to the origination of loans and are charged by investors at the sale of loans excluding interest, and software service providers.
Other operating expenses were $0.5 million for the period October 8, 2024 through December 31, 2024.
Other operating expenses were $2.1 million and $0.4 million for the year ended December 31, 2025 and the period October 8, 2024 – December 31, 2024, respectively.
Following a prolonged period of historically low rates, interest rates began to rise in April 2021 due to inflation, increases in the federal funds rate, and other monetary policies. This upward trend, which continued through 2023, significantly reduced mortgage market activity and the pool of borrowers who could benefit from refinancing.
Following a prolonged period of historically low rates, interest rates began to rise in April 2021 due to inflation, increases in the federal funds rate, and other monetary policies.
If traditional customer acquisition methods prove insufficient, especially in challenging market conditions, Beeline may need to invest additional resources in sales and marketing to maintain growth. Increased marketing expenditures could elevate service costs, making it essential to balance customer acquisition efforts with cost efficiency.
If traditional customer acquisition methods prove insufficient, especially in challenging market conditions, the Company may need to invest additional resources in sales and marketing to maintain growth.
For the years ended December 31, 2024 and 2023, net cash provided by financing activities of continuing operations was $4.6 million and $1.4 million, respectively, and the increase was primarily from equity and debt transactions in 2024. 53 Critical Accounting Policies and Estimates Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
Critical Accounting Policies and Estimates Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain.
As this segment does not generate revenue, its financial results primarily reflect overhead, and governance-related expenditures incurred to support the company’s publicly traded status and corporate infrastructure.
This segment also includes holding company expenses, such as financing costs, accounting, legal, insurance, investor relations, and strategic corporate initiatives that are not directly attributable to any operating segment. As this segment does not generate revenue, its financial results primarily reflect overhead, and governance-related expenditures incurred to support the company’s publicly traded status and corporate infrastructure.
If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized to write down the asset to its estimated fair value. Property and equipment, net.
If these estimated cash flows were less than the carrying amount of the asset, an impairment loss would be recognized to write down the asset to its estimated fair value. Property and equity, net. Under ASC 350-40, Internal-Use Software , the Company capitalizes certain qualifying costs incurred during the application development stage in connection with the development of internal-use software.
Sales proceeds reflect the cash received from investors through the sale of the loan and servicing release premium. Gain on sale of loans, net also includes the unrealized gains and losses associated with the changes in the fair value of mortgage loans held for sale, and the realized and unrealized gains and losses from derivative instruments.
Gain on sale of loans, net also includes the unrealized gains and losses associated with the changes in the fair value of mortgage loans held for sale, and the realized and unrealized gains and losses from derivative instruments. 51 Mortgage loans held for sale are considered sold when the Company surrenders control over the financial assets.
In the ordinary course of Beeline’s operations, it finances the majority of its loan volume on a short-term basis, typically less than 10 days, mainly utilizing a warehouse line of credit with a capacity of $5.0 million.
Increased digital marketing expenditures could elevate service costs, making it essential to balance customer acquisition efforts with cost efficiency. 41 In the ordinary course of the Company’s operations, it finances the majority of its loan volume on a short-term basis, typically less than 10 days, mainly utilizing three warehouse lines of credit with a combined borrowing capacity of $25.0 million.
Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of March 31, 2025, we have $1.4 million in cash. We do not have sufficient cash resources to meet our working capital needs for the next 12 months.
Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of March 27, 2026, the Company had approximately $1.9 million in cash, including $1.5 million we raised in March 2026 under the ATM and ELOC Agreements as defined below.
Bridgetown Spirits sells products on a wholesale basis to distributors in open states and through brokers in control states. Beeline Beeline’s performance is influenced by several key factors, including fluctuations in interest rates, economic conditions, housing supply, technological advancements, and its ability to acquire and retain customers.
The Company’s performance is influenced by several key factors, including fluctuations in interest rates, economic conditions, housing supply, technological advancements, and its ability to acquire and retain customers. Interest rate changes have a direct impact on mortgage loan refinancing and overall mortgage loan volume.
On March 7, 2025, the Company entered into an Amended ELOC Agreement to reduce the amount from $35 million to $10 million. During March 2025, the Company sold and issued a total of 1,090,622 shares of common stock for an aggregate purchase price of $2.1 million to the purchaser.
On March 7, 2025, the Company entered into an Amended ELOC Agreement to reduce the amount from $35 million to $10 million.
For the year ended December 31, 2024, net cash provided by investing activities of continuing operations was $0.1 million. For the year ended December 31, 2023, investing activities were nil.
For the year ended December 31, 2025, net cash used in investing activities of continuing operations was $0.6 million related to internal-use software development costs and the investment in the SAFEs of a business partner. For the year ended December 31, 2024, net cash provided by investing activities of continuing operations was $0.1 million.
The fair value of mortgage loans held for sale committed to investors is calculated using observable market information such as the investor commitment, assignment of trade or other mandatory delivery commitment prices. The fair value of mortgage loans held for sale not committed to investors is based on quoted best execution secondary market prices.
The fair value of mortgage loans held for sale committed to investors is calculated based on the investor commitment.
Title fees consists of title policy premiums and settlement fees charge to the borrower and seller on a transaction. Title fees were $ 0.3 million for the period October 8, 2024 through December 31, 2024. Loan origination fees. Loan origination fees generally include underwriting and processing fees, recording taxes, investor fees and other related expenses.
Gain on sale of loans, net was $5.4 million and $0.8 million for the year ended December 31,2025 and the period October 8, 2024 – December 31, 2024, respectively. Loan origination fees. Loan origination fees generally include underwriting and processing fees, investor fees, and other related expenses.
We do not have sufficient capital to meet our working capital and debt obligations for the next 12 months, including debt obligations which come due in 2025. The availability of additional financing will be largely dependent on the operating success of Old Beeline, including improved gross margins as well as operational improvements, which will be necessary to attract investors.
The availability of additional financing will be largely dependent on our operating success, including improved margins as well as operational improvements, which will be necessary to attract investors. However, there can be no assurance that the Company will be successful in securing the necessary capital on favorable terms, or at all.
For loans that have been modified, a period of six payments is required before the loan is returned to an accrual basis. 54 Interest Expense Interest expense relating to the warehouse lines of credit is included in revenues. Other interest expense is included in other (income)/expense.
Interest Expense Interest expense relating to the warehouse lines of credit is included in net revenues. Other interest expense is included in other (income)/expense.
Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023 Consolidated Results (Dollars in thousands) 2024 2023 Revenues Beeline ( October 8, 2024 through December 31, 2024) $ 1,195 $ - Bridgetown Spirits 2,577 3,787 Total Revenues $ 3,772 $ 3,787 48 (Dollars in thousands) 2024 2023 Net Loss and Loss per Share Net loss $ (13,076 ) $ (7,535 ) Net loss from continuing operations (6,238 ) (4,786 ) Basic and diluted net loss per common share available to common stockholders $ (46.63 ) $ (70.42 ) For the year ended December 31, 2024, net loss from continuing operations increased to $6.2 million from $4.8 million for the year ended December 31, 2023, reflecting the inclusion of Beeline’s results of operations from the period October 8, 2024 through December 31, 2024, as well as an impairment loss related to spirits and increased professional fees.
Year Ended December 31, 2025 Compared to the Year Ended December 31, 2024 Consolidated Results (Dollars in thousands, except per share amounts) 2025 2024 (1) Revenues Beeline Loans $ 6,391 $ 918 Beeline Title Holdings 1,379 192 Total net revenues $ 7,770 $ 1,110 Net loss from continuing operations $ (22,666 ) $ (2,392 ) Net loss $ (23,381 ) $ (13,076 ) Basic and diluted net loss per common share attributable to common stockholders $ (2.23 ) $ (46.63 ) (1) Due to the Merger, 2024 includes the corporate segment and Beeline’s results for the period October 8, 2024 to December 31, 2024.
We intend to maintain a disciplined financial policy and improve our credit metrics which are critical to our lending partners. Liquidity Policy .
For the year ended December 31, 2024, net cash provided by financing activities of continuing operations was $4.6 million primarily from equity and debt transactions. Financial Policy . We intend to maintain a disciplined financial policy and improve our credit metrics, which are critical to our lending partners. Liquidity Policy .
The Merger was structured and accounted for as a business combination with Eastside as the acquirer of 100% of the controlling equity interests of Beeline Financial and subsidiaries. The Company’s consolidated financial statements for the year ended December 31, 2024 include Beeline’s results of operations from October 8, 2024 through December 31, 2024.
Management believes BlinkQC will improve QC efficiency for mortgage lenders and represents a potential source of incremental revenue for the Company. Results of Operations The Merger was structured and accounted for as a business combination with the Company as the acquirer of 100% of the controlling equity interests of Beeline Financial and its subsidiaries.
Due to the Merger, management believes that the consolidated results of operations for 2024 are not directly comparable to those of 2023, as the prior year primarily reflects the performance of Bridgetown Spirits. Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
Due to the Merger, management believes that the consolidated results of operations for 2025 are not directly comparable to those of 2024, as the prior year reflects the performance of the corporate segment and Beeline Financial’s results for the period October 8, 2024 to December 31, 2024.
Data and Tech Fees received from a marketing partner who is embedded in the Company’s point-of-sale journey for investment property customers. The partner pays Beeline for leads they receive from a customer opting in to use their insurance company for landlord insurance during the application process.
The partner pays us for leads they receive from a customer opting in to use their insurance company for landlord insurance during the application process. Goodwill. Goodwill is the excess of the purchase price over the estimated fair value of identifiable net assets acquired in business combinations.
Corporate primarily consists of general corporate expenses, including public company costs, executive compensation, legal and regulatory compliance, and other administrative functions that support the overall business. This segment also includes holding company expenses, such as financing costs, investor relations, and strategic corporate initiatives that are not directly attributable to any operating segment.
Beeline Title Holdings provides title and loan closing services for Beeline’s mortgage origination business. It provides similar services with respect to the Company’s BeelineEquity product. Corporate primarily consists of general corporate expenses, including public company costs, executive compensation, legal and regulatory compliance, and other administrative functions that support the overall business.
Accordingly, a comparative analysis of the Company’s operating segments is presented below, which more accurately reflects the ongoing composition of the business.
This Merger-related amortization is $0.8 million each quarter and is non-cash. Given these structural changes, management believes that segment-level reporting provides a more meaningful basis for evaluating performance. Accordingly, a comparative analysis of the Company’s operating segments is presented below, which more accurately reflects the ongoing composition of the business.
The operating results of Craft C+P have been classified as discontinued operations during the years ended December 31, 2024 and 2023. The consolidated financial statements include the consolidated accounts of Beeline Holdings, Inc. and its wholly-owned subsidiaries, Beeline Financial Holdings, Inc., Beeline Title Holdings, Inc. (“Beeline Title Holdings”), Beeline Mortgage Holdings, Inc. (“Beeline Mortgage”), and Beeline Loans Pty Ltd.
The assets and liabilities of Nimble and its subsidiaries have been classified as held for sale as of December 31, 2024. The operating results of Nimble and its subsidiaries have been classified as discontinued operations during the years ended December 31, 2025 and 2024. The consolidated financial statements for the prior periods have been adjusted to reflect comparable information.
Impairment loss was $3.4 million and $0.4 million for the years ended December 31, 2024 and 2023, respectively, related to the write down of certain assets in the Spirits business. Preferred stock dividends. Preferred stock dividends for 2024 were unchanged compared to the prior year at $0.2 million.
Gain on troubled debt restructuring was $4.5 million for the year ended December 31, 2024 related to the Debt Exchange Agreement. 44 Preferred stock dividends. Preferred stock dividends were $0.2 million for each of the years ended December 31, 2025 and 2024, respectively, representing the Series B preferred stock dividend of 6% per annum.
Salaries and benefits were $0.6 million and $0.9 million for the years ended December 31, 2024 and 2023, respectively, reflecting its restructuring initiative in 2024. Marketing and advertising. Marketing and advertising were $0.4 million and $0.2 million for the years ended December 31, 2024 and 2023, respectively, reflecting its restructuring initiative in 2024. Impairment loss .
Marketing and advertising expenses were $0.2 million and $10,365 for the years ended December 31, 2025 and 2024, respectively. Other operating expenses. Other operating expenses consist of software service providers and were $0.4 million and $0.1 million for years ended December 31, 2025 and 2024, respectively.
Corporate Years Ended December 31, (Dollars in thousands) 2024 2023 Variance Salaries and benefits $ 1,350 $ 457 $ 893 Marketing and advertising 11 - 11 Professional fees 1,041 488 553 General and administrative expenses 768 820 (52 ) Depreciation and amortization 22 - 22 Other operating expenses 59 (3 ) 62 Total operating expenses 3,251 1,762 1,489 Interest income 4 - 4 Interest expense (2,225 ) (1,096 ) (1,129 ) Gain on extinguishment of debt 591 - 591 Gain on troubled debt restructuring 4,483 - 4,483 Loss on debt to equity conversion - (1,321 ) 1,321 Loss on equity method investment (58 ) - (58 ) Other income 39 - 39 Other expense (27 ) (6 ) (21 ) Net loss $ (444 ) $ (4,185 ) $ 3,741 52 Capital Resources and Liquidity Financial Policy .
Corporate (For the Years Ended December 31, 2025 and 2024) (Dollars in thousands) 2025 2024 Compensation and benefits $ 3,540 $ 1,312 General and administrative expenses 5,429 1,804 Depreciation and amortization 100 22 Marketing and advertising 205 11 Other operating expenses 417 58 Total operating expenses 9,691 3,207 Interest income - 4 Interest expense (2,231 ) (2,225 ) Gain (loss) on extinguishment of debt (644 ) 591 Gain on troubled debt restructuring - 4,483 Loss on equity method investment (266 ) (58 ) Other income, net 103 8 Net loss from continuing operations $ (12,729 ) $ (404 ) For the years ended December 31, 2025 and 2024, net loss from continuing operations was $12.7 million and $0.4 million, respectively, reflecting the inclusion of Beeline’s results of operations for 2025.
With Millennial and Generation Z homeownership rates on the rise, Beeline anticipates continued growth in demand for digital mortgage solutions. Technological innovation remains central to Beeline’s strategy. Beeline’s proprietary technology enhances efficiency, reduces costs, and improves loan processing quality. By automating key origination tasks, Beeline streamlines interactions for consumers, employees, and partners.
The Company’s platform is designed to provide a convenient and efficient digital experience, positioning it favorably against traditional mortgage origination methods. With Millennial and Generation Z homeownership interest on the rise, the Company anticipates continued growth in demand for digital mortgage solutions. Technological innovation remains central to the Company’s strategy.
Objective The following discussion provides an analysis of the Company’s financial condition, cash flows and results of operations from management’s perspective and should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 of this Report.
Objective The following discussion provides an analysis of the financial condition, cash flows and results of operations from management’s perspective of Beeline Holdings, Inc. which we refer to herein as “Beeline” or the “Company”.
For additional details regarding these risks, please refer to “Item 1-A - Risk Factors” in this Report. The Company has no material off-balance sheet arrangements as of the date of this filing. Statement of Cash Flows . For 2024, our primary capital requirements have been for cash used in operating activities and for the repayment of debt.
Capital Resources and Liquidity Statements of Cash Flows . For 2025, our primary capital requirements have been for cash used in operating activities and for the repayment of debt.
Removed
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023. 45 Overview Eastside Distilling, Inc., which for operations and financial results through October 7, 2024 (the date on which we acquired Beeline Financial) we refer to in this Report as “Eastside,” was incorporated under the laws of Nevada in 2004 under the name of Eurocan Holdings, Ltd.
Added
See Item 1A – Business for a description of our history including the Merger.
Removed
In December 2014, Eastside changed its corporate name to Eastside Distilling, Inc. to reflect the acquisition of Eastside Distilling, LLC. Merger On September 4, 2024, Eastside entered into an Agreement and Plan of Merger and Reorganization (the “Merger”) with Bridgetown Spirits Corp. (“Bridgetown Spirits”) and Beeline Financial Holdings, Inc. (“Beeline Financial”). The Merger closed on October 7, 2024.
Added
Additionally, BeelineEquity, through its technology platform, supports a fractional equity product in partnership with TYTL, which is the issuer of Real World Asset tokens and the operator of the underlying platform. TYTL acquires, administers, and manages minority, deeded ownership interests in owner-occupied, single-family primary residences and operates the on-chain infrastructure used to record portfolio economics, valuation, and asset backing.
Removed
On March 12, 2025, Eastside changed its name to Beeline Holdings, Inc. (the “Company”), see Note 4, Merger in the Notes to Consolidated Financial Statements . Beeline Financial was incorporated in Delaware on July 1, 2020 via a merger with Beeline Financial Holdings, Inc., a Rhode Island corporation founded on September 20, 2018.
Added
This upward trend, which continued through November 2023 and resulted in higher interest rates which remain at elevated levels as of the date of this Report, significantly reduced mortgage market activity and the pool of borrowers who could benefit from refinancing.
Removed
Debt Exchange Agreement On September 4, 2024, Eastside and its subsidiary, Craft Canning + Printing (“Craft C+P”), entered into a Debt Exchange Agreement (the “Debt Exchange Agreement”), which closed on October 7, 2024, resulting in the assignment by Eastside of 720 barrels of spirits to Craft C+P, followed by the merger of Craft C+P into a limited liability company owned by certain creditors of the Company and the deconsolidation of Craft C+P.
Added
The Company’s proprietary technology enhances efficiency, reduces costs, and improves loan processing quality. By automating key origination tasks and embracing task-based processing, the Company streamlines interactions for consumers, employees, and partners. Its intuitive digital interface minimizes reliance on paper applications and manual processes, enabling faster and more efficient loan transactions.
Removed
The Company accounted for the asset and equity transfers associated with the various transactions at fair value in accordance with ASC 470-60, Debt - Troubled Debt Restructurings by Debtors . See Note 5 - Debt Exchange Agreement and Note 6 - Discontinued Operations in the Notes to Consolidated Financial Statements .
Added
These key indicators help gauge progress toward our strategic and long-term growth objectives. Recent Developments Business Trends Through year-end 2025, inflation continued to moderate compared with the peaks of 2022–2023, but progress proved uneven relative to 2024.
Removed
Subsequent to the execution of the Debt Exchange Agreement, the Company organized a subsidiary, Bridgetown Spirits, which was incorporated on October 3, 2024, and assigned Eastside’s business of manufacturing and marketing spirits to Bridgetown Spirits. S ee Note 5 - Debt Exchange Agreement in the Notes to Consolidated Financial Statements.
Added
After trending down through much of 2024 and into early 2025—supported by normalized supply chains, softer goods prices, and generally stable energy markets—the pace of disinflation slowed in the second half of 2025.
Removed
Upon completion of the Debt Exchange Agreement, Eastside was no longer involved in the business of digital printing and mobile canning. The Company reports discontinued operations by applying the following criteria in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations : (1) Component of an entity; (2) Held for sale criteria; and (3) Strategic shift.
Added
By late summer and into September 2025, headline Consumer Price Index (“CPI”) moved back up to approximately 3.0% year-over-year, compared with readings closer to the mid-2% range earlier in the year and during parts of 2024. This reversal highlighted the continued stickiness of underlying price pressures. Housing costs continued to carry significant weight in the index.
Removed
Given that the effect of the Debt Exchange Agreement meets all the criteria for classification of held for sale, the assets and liabilities of Craft C+P have been classified as held for sale as of December 31, 2023 and were disposed of on October 7, 2024.
Added
Although the month-over-month increase in housing slowed meaningfully at times during 2025 (including modest monthly gains late in the year), the year-over-year rate remained elevated and a primary contributor to overall CPI. The full economic impact of U.S. and foreign tariff actions implemented during 2024–2025 and subsequent developments relating thereto, as well as broader geopolitical developments, remains uncertain.
Removed
(“Australian Subsidiary”). Intercompany transactions and balances have been eliminated. Beeline Title Holdings has five subsidiaries, Beeline Title, LLC (“Beeline Title”), Beeline Texas Title, LLC (“Beeline Texas Title”), Beeline Settlement Services, LLC (“Beeline Settlement Services”), and Beeline Title Agency, LLC (“Beeline Title Agency”). Beeline Mortgage Holdings has one subsidiary, Beeline Loans, Inc. (“Beeline Loans”).
Added
Potential supply-side effects, retaliatory measures, and input-cost pass-through could introduce renewed volatility or upward pressure in select categories. Given this mixed backdrop—continued moderation relative to prior peaks but persistent services inflation and episodic energy volatility—the Federal Reserve has signaled a cautious stance.
Removed
The Company has two majority-owned subsidiaries, Nimble Title Holdings, Inc. (“Nimble Title Holdings”) and Bridgetown Spirits. Nimble Title Holdings is 50.1% owned by the Company and 49.9% owned by a former non-controlling shareholder of Beeline Financial. Bridgetown Spirits is 53% owned by the Company .
Added
Although the approximately 3.0% headline rate observed in 2025 represents substantial progress from the highs of 2022–2023, it remains above the Federal Reserve’s 2% longer-run target, suggesting that policy normalization is likely to proceed gradually and remain data-dependent.
Removed
Nimble Title Holdings has four subsidiaries, Nimble Title, LLC (“Nimble Title”), Nimble Title Agency, LLC (“Nimble Title Agency”), Nimble Texas Title, LLC (“Nimble Texas Title”), and Nimble Settlement Services, LLC (“Nimble Settlement Services”).

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