---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-23-034849"
form_type: "8-K"
ticker: "BLNE"
cik: "0001534708"
company_name: "Beeline Holdings, Inc."
filed_at: "2023-09-29T23:59:59+00:00"
generated_at: "2026-06-10T06:54:29.365005+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Eastside Distilling completes $6.5M debt-for-equity swap, regains Nasdaq compliance

## Summary
- Reduced total debt by $6,510,000: Aegis ($1.9M), LDI ($1.36M eliminated), Bigger/District 2 ($3.255M).
- Issued 296,722 common shares and 200,000 Series C Preferred shares (stated value $28.025) to SPV.
- Believes it has regained compliance with Nasdaq equity listing standard (≥$2.5M equity) as of Sept 29.
- Series C convertible at $3.05/common share; limited to 9.99% ownership (can be increased to 19.99% with notice).
- Must obtain shareholder approval to increase authorized common from 1.75M to 6M shares by Mar 31, 2024 or pay $90K/mo penalties.

## SEC filing metadata
- accession: 0001493152-23-034849
- form_type: 8-K
- ticker: BLNE
- cik: 0001534708
- company_name: Beeline Holdings, Inc.
- filed_at: 2023-09-29T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 3.01, 1.01, 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1534708/000149315223034849/0001493152-23-034849-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1534708/000149315223034849/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-23-034849
- JSON: https://secwatch.observer/filing/0001493152-23-034849.json
- Plain text: https://secwatch.observer/filing/0001493152-23-034849.txt

## Key facts
- Listing & Compliance Notices
  Beeline Holdings, Inc. received a nasdaq deficiency notice notice regarding stockholders equity (rules 5550(b)(1)).
  - Exchange: nasdaq
  - Notice: deficiency notice
  - Deficiency: stockholders equity
  - Rules: 5550(b)(1)
  source text: April 5, 2023, Eastside Distilling, Inc. (the “Company” ) received a deficiency letter from the Nasdaq Staff notifying Eastside Distilling that its stockholders’ equity as reported in its Annual Report on Form 10-K for the period ending December 31, 2022, did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1) (the “ Equity Rule ”) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity be at least $2.5 million. As reported on its most recent Form 10-K, the Company’s stockholders’ equity as of December 31, 2022 was a deficit of
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534708/000149315223034849/0001493152-23-034849-index.htm
- Material Agreements
  Beeline Holdings, Inc. entered into Debt Satisfaction Agreement with The B.A.D. Company, LLC valued at Reduced debts totaling $6,510,000 (effective 2023-09-29).
  - Action: entry
  - Counterparty: The B.A.D. Company, LLC
  - Value: Reduced debts totaling $6,510,000
  - Effective: 2023-09-29
  source text: On September 29, 2023, the Company entered into a Debt Satisfaction Agreement (the “Agreement” ) with The B.A.D. Company, LLC (the “SPV” ), Aegis Security Insurance Company ( “Aegis” ), Bigger Capital Fund, LP ( “Bigger” ), District 2 Capital Fund, LP ( “District 2” ), LDI Investments, LLC ( “LDI” ) and TQLA, LLC.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1534708/000149315223034849/0001493152-23-034849-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.