Beeline Holdings Inc美股招股说明书(2026-03-10版)

Beeline Holdings, Inc. We have entered into an at-the-market offering agreement (the “Offering Agreement”) with Ladenburg Thalmann & Co. Inc., as salesagent (the “Agent” or “Ladenburg”), relating to the offering and sale of shares of our common stock, par value $0.0001 per share,offered pursuant to this prospectus supplement and the accompanying prospectus, to or through Ladenburg as agent or principal. Inaccordance with the terms of the Offering Agreement, we may offer and sell under this prospectus supplement shares of our commonstock having an aggregate offering price of up to $15,000,000 from time to time through the Agent. This prospectus supplement supersedes and replaces a prior prospectus supplement we filed with the Securities and ExchangeCommission (the “SEC”) dated September 26, 2025 related to the Offering Agreement (“September Supplement”). Under theSeptember Supplement, we sold 367,655 shares of common stock through March 10, 2026, for gross proceeds of $1,277,628. You should read this prospectus supplement and the accompanying prospectus, as well as the documents incorporated or deemed to beincorporated by reference herein or therein, before you invest. Our common stock is traded on The Nasdaq Capital Market under the symbol “BLNE.” On March 6, 2026, the last reported sale priceof our common stock on The Nasdaq Capital Market (“Nasdaq”) was $2.73 per share. As of March 6, 2026, the Company had 28,942,065 shares of common stock outstanding of which 5,130,626 shares were held byaffiliates. For purposes of General Instruction I.B.1. of Form S-3, the aggregate market value of our Common Stock held by non-affiliates was $78,454,551 as of November 10, 2025, calculated at a price per share of $4.35, the last reported sale price of ourcommon stock on September 25, 2025. As such, pursuant to Instruction 3 to General Instruction 1.B. of Form S-3, this prospectussupplement and the transactions registered hereby are being made in accordance with General Instruction I.B.1 of Form S-3. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any methodpermitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933 (the “Securities Act”),including without limitation sales made directly on or through Nasdaq, the trading market for our common stock, or any other existingtrading market in the United States for the common stock, sales made to or through a market maker other than on an exchange orotherwise, directly to the Agent as principal in negotiated transactions at market prices prevailing at the time of sale or at prices relatedto such prevailing market prices, and/or in any other method permitted by law. If we and the Agent agree on a method of distributionother than sales of shares of our common stock on Nasdaq or another existing trading market at market prices, we will file a furtherprospectus supplement providing all information about such offering as required by Rule 424(b) under the Securities Act. The Agent isnot required to sell any certain number of shares or dollar amount of our common stock, but will act as a sales agent and usecommercially reasonable efforts, consistent with its normal trading and sales practices, to sell on our behalf all of the shares ofcommon stock requested to be sold by us, subject to the terms of the Offering Agreement. We also may sell shares to the Agent asprincipal for its own account, at a price agreed upon at the time of sale. If we sell shares to the Agent as principal, we will enter into aseparate terms agreement with the Agent setting forth the terms of such transaction, and we will describe this agreement in a separateprospectus supplement or free writing prospectus if required. Under the terms of the Offering Agreement, the Agent will be entitled to compensation of 3% of the gross proceeds from the sales ofshares of common stock sold by or to it. In connection with the sale of shares of our common stock on our behalf, the Agent will bedeemed to be an “underwriter” within the meaning of the Securities Act and the compensation of the Agent will be deemed to beunderwriting commissions or discounts. We have also agreed to provide indemnification and contribution to Ladenburg with respect tocertain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended (the “ExchangeAct”). Please see “Plan of Distribution” on page S-15 for further information relating to the compensation arrangements with theAgent. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. Investing in our common stock involves a high degree of risk. Please read “Risk Factors” beginning on page S-9 of thisprospectus supplement, and in our Annual Report on Form 10-K for the year ended December 31, 2024 which is incorporatedby reference into this prospectus supplement. Neither the Securities and E