Beeline (BLNE) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 3, 2025, to vote on key proposals including share issuances, an equity line of credit, a name change, auditor ratification, and potential adjournment.

• The company completed a merger with Beeline Financial Holdings, Inc., making Beeline a wholly-owned subsidiary and shifting strategic focus to fintech mortgage lending.

• Shareholder approval is sought for the issuance of up to 90,632,880 shares related to the merger and up to 39,215,686 shares under a $20 million equity line of credit.

• Board unanimously recommends voting in favor of all proposals, citing capital needs, Nasdaq compliance, and future growth.

Voting matters and shareholder proposals

• Proposal 1: Approve conversion, exercise, and voting rights for shares exceeding 19.99% of outstanding stock due to the merger and related financings.

• Proposal 2: Approve the $20 million equity line of credit, allowing issuance of up to 39,215,686 shares.

• Proposal 3: Approve changing the company name to Beeline Holdings, Inc.

• Proposal 4: Ratify Salberg & Company, P.A. as independent auditor for 2024.

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

• Board and management emphasize the importance of these approvals for capital raising and Nasdaq listing compliance.

Board of directors and corporate governance

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

• Two new directors from Beeline appointed; board expanded to six members.

• Voting agreements in place with directors, officers, and key shareholders representing over 22% of voting power.