Welcome to our dedicated page for Beeline Holdings SEC filings (Ticker: BLNE), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Beeline Holdings, Inc. filings document formal disclosures for a Nasdaq-listed digital mortgage lender and title-services provider. Recent 8-K reports cover financial results, Regulation FD press releases, product launches, stakeholder-update communications, strategic relationship disclosures and BeelineEquity-related activity involving fractional residential real estate interests.
The company’s securities filings also describe capital-structure actions, including preferred-stock conversions, warrant exercises, withdrawal of a preferred-stock designation and at-the-market common stock sale arrangements. These records provide disclosure on operating performance, financing methods, common stock issuance, governance events and the company’s evolving mortgage, title and home-equity platform.
Beeline Holdings, Inc. reported that its subsidiary Beeline Financial Holdings, Inc. entered into a Securities Exchange Agreement to acquire all remaining shares of MagicBlocks, Inc., making MagicBlocks a wholly owned subsidiary. Before closing, Beeline already owned 47.6% of MagicBlocks.
As part of the exchange, the company issued 211,679 shares of common stock to holders of certain MagicBlocks Simple Agreements for Future Equity, satisfying approximately $476,277 of principal. CEO Nicholas R. Liuzza, Jr. held $70,000 of these SAFEs and received 31,111 shares at $2.25 per share, on the same terms as other holders. A special board committee of disinterested directors approved the deal.
Separately, between May 27 and June 26, 2026, Beeline sold 1,370,131 shares of common stock under an equity line agreement with C/M Capital Master Fund LP for total gross proceeds of $1,575,098.23 in transactions relying on private offering exemptions.
Beeline Holdings, Inc. director and Chief Executive Officer Nicholas Reyland Liuzza Jr. reported a series of bona fide gifts of the company’s Common Stock to his son. Across three transactions, he transferred a total of 33,093 shares at a reported price of $0.00 per share.
The gifts were 11,750 shares on September 15, 12,343 shares on September 19, and 9,000 shares on September 23. After these transfers, he held 4,163,155 shares directly and 256,809 shares indirectly, including shares held by a trust and by immediate family members deemed indirectly beneficially owned.
Beeline Holdings, Inc. disclosed that Chief Executive Officer and 10% owner Nicholas Reyland Liuzza Jr. received a grant of 31,111 shares of Common Stock on June 30, 2026 at $2.25 per share. According to the disclosure, the shares were acquired under a Securities Exchange Agreement among Beeline, MagicBlocks, Inc. and certain MagicBlocks shareholders and SAFE holders, in exchange for the surrender and cancellation of specified SAFEs. After this transaction, Liuzza directly owns 4,194,266 shares of Beeline Common Stock and indirectly holds 256,809 shares through a trust for which he serves as trustee and his immediate family members are beneficiaries. The company states the transaction was approved by a Special Committee of the Board and treated as exempt from Section 16(b) under Rule 16b-3.
Beeline Holdings, Inc. completed the acquisition of MagicBlocks, the AI company that powers Bob, its proprietary chatbot and core automation across mortgage and title operations. Beeline already owned about 48% of MagicBlocks and issued 209,456 shares of common stock at $2.25 per share, representing approximately $471,276 in consideration, to acquire the remaining interest.
The transaction, valued at about $1 million by an independent third-party fairness opinion, brings MagicBlocks’ AI infrastructure fully in-house and was reviewed and approved by a special committee of the board as a related party investment. Beeline highlights that Bob’s use of MagicBlocks’ technology has driven an 8% increase in lead-to-lock conversions, and expects broader AI deployment to support cost reductions, faster workflows, and a more consistent borrower experience across mortgage origination, title services, home equity products, and digital real estate transactions.
Beeline Holdings, Inc. has called a virtual 2026 annual stockholders meeting for August 17, 2026 at 11:00 a.m. Eastern Time, to be held solely by audio conference. Stockholders of record as of June 18, 2026 can vote online, by email, mail, fax or during the call using a 12-digit control number.
Shareholders will vote on four items: electing five directors; ratifying Salberg & Company, P.A. as auditor for 2026; approving an Equity Line of Credit proposal that would allow future amendments to a $20 million common stock purchase agreement with C/M Capital Master Fund; and an adjournment proposal. The board unanimously recommends voting “FOR” all proposals and outlines detailed governance practices, related-party transactions, executive and director compensation, and current ownership, with directors and officers as a group holding about 25.1% of voting power.
Beeline Holdings, Inc. director and CEO Nicholas Reyland Liuzza Jr. reported a series of bona fide gifts of Beeline common stock to his son. On three dates, he gifted 11,750, 12,343, and 9,000 shares, totaling 33,093 shares, all at a stated price of $0.00 per share because no sale occurred.
After these gifts, he continues to hold 4,113,155 shares of common stock directly. He is also deemed to beneficially own additional shares indirectly through a trust for which he serves as trustee and through holdings of immediate family members, which together totaled 256,809 shares following the last reported gift.
Beeline Holdings, Inc. is soliciting proxies for its 2026 Annual Meeting of Stockholders to be held virtually via audio conference call at 11:00 a.m. Eastern on August 17, 2026. The Board asks holders of record as of June 18, 2026 to vote on four proposals: elect five directors, ratify Salberg & Company, P.A. as independent auditors for the fiscal year ending December 31, 2026, approve potential future amendments to the Company’s Equity Line of Credit under which up to $20 million of Common Stock may be sold to the Purchaser, and approve an adjournment option if further solicitation is needed. Proxy materials (Notice, Proxy Statement and 2025 Form 10-K) are available at www.BLNE.vote. The Board unanimously recommends a vote FOR all proposals.
Beeline Holdings CEO Nicholas Reyland Liuzza Jr. filed an amended Schedule 13D reporting beneficial ownership of 8,157,844 shares of common stock, representing 22.8% of the class. This percentage is based on 32,060,466 shares outstanding as of June 15, 2026 and includes shares underlying Warrants exercisable within 60 days.
The holdings comprise 7,901,035 shares owned directly, 33,093 shares owned by family members, and 223,716 shares held by a family trust over which he has voting and dispositive control. Liuzza states he acquired his securities with the purpose of exercising control and recently purchased 51,525 shares with personal funds and made gifts disclosed on Forms 4 filed in May and June 2026.
Beeline Holdings, Inc. ownership statement: a group of affiliated funds and managers reported shared beneficial ownership of common stock equal to 1,932,499 shares, representing 6.2% of the class. The filing ties the percentage to 31,178,713 shares outstanding as of May 15, 2026.
The shares described are held by the Funds (including C/M Capital Master Fund, Cavalry Fund I, C/M Capital Partners and Cavalry Investment Fund); Messrs. Thomas Walsh and Jonathan Juchno are disclosed as managing members of related entities and disclaim direct beneficial ownership of the Fund-held shares. The Reporting Persons list shared voting and dispositive power for the listed holdings.
Francis Knuettel II reported acquisition or exercise transactions in this Form 4 filing.
Beeline Holdings, Inc. director Francis Knuettel II received a grant of 10,000 shares of restricted common stock at no cost on May 28, 2026. The award was approved by the Board under the company’s Amended and Restated 2025 Equity Incentive Plan and is fully vested. Following this grant, Knuettel directly holds 80,000 shares of Beeline common stock as reported in the filing. This is a compensation-related equity award rather than an open-market stock purchase or sale.