Beeline (BLNE) Proxy Filing summary

Executive summary

• The proxy filing details a special meeting to approve key proposals following a merger with Beeline Financial Holdings, Inc., including the issuance of new preferred stock, a substantial equity line of credit, and a corporate name change to Beeline Holdings, Inc.

• The merger results in Beeline shareholders owning 82.5% of the combined company on a fully diluted basis, with significant dilution to existing shareholders.

• The company is seeking shareholder approval to comply with Nasdaq rules, maintain its listing, and enable future capital raising.

Voting matters and shareholder proposals

• Proposal 1: Approve the conversion, exercise, and voting rights for securities issued in the merger and subsequent financings, totaling up to 90,632,880 shares.

• Proposal 2: Approve an equity line of credit (ELOC) for up to $20 million, potentially issuing up to 39,215,686 shares.

• Proposal 3: Approve a name change to Beeline Holdings, Inc.

• Proposal 4: Ratify the appointment of Salberg & Company, P.A. as auditor.

• Proposal 5: Approve adjournment of the meeting if more votes are needed.

Board of directors and corporate governance

• Post-merger, Nicholas Liuzza (Beeline CEO) will become CEO, Geoffrey Gwin will become Executive VP and remain Chairman.

• Two new directors from Beeline join the board; the board unanimously recommends voting for all proposals.