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. (BLNE) reports that Chief Executive Officer and director Nicholas Reyland Liuzza Jr., a more-than-10% owner, converted a Convertible Note into 333,333 shares of common stock at a conversion price of $1.50 per share on August 19, 2026. Following this conversion, his directly held common stock position increased to 4,527,599 shares, and the reported Convertible Note position was reduced to zero. He also reports 256,809 shares of common stock held indirectly through a trust for which he is trustee and his immediate family members are beneficiaries. The company states that the note and the issuance of the underlying common stock were approved in advance by the board of directors and are treated as exempt from Section 16(b) under Rule 16b-3.
Beeline Holdings, Inc. (BLNE) held its 2026 Annual Meeting of Stockholders on August 17, 2026. Stockholders elected five directors—Nicholas R. Liuzza, Jr., Joseph Caltabiano, Joseph Freedman, Francis Knuettel, II and Stephen Romano—with approximately 8.7–8.9 million votes cast for each nominee and over 10.0 million broker non-votes.
Stockholders ratified Salberg & Company, P.A. as independent registered public accounting firm for the year ending December 31, 2026, with 18,607,619 votes for, 440,140 against and 8,226 abstentions. They also approved potential future amendments to the Company’s Equity Line of Credit, including pricing changes, while keeping the maximum total dollar amount of sales at $20 million. Because Proposals 1–3 were approved, the adjournment proposal was moot.
Beeline Holdings, Inc. director, Chief Executive Officer and more-than-10% owner Nicholas Reyland Liuzza Jr. purchased a Convertible Note from the company on August 12, 2026 for $500,000.00. The note will automatically convert into common stock at 4:00 pm Eastern Time on August 19, 2026 at the higher of $1.50 per share or the average 5-day VWAP starting August 12, 2026. The company states that the common shares issuable upon conversion are exempt from Section 16(b) under Rule 16b-3 following approval by the Board of Directors.
Beeline Holdings, Inc., a fintech mortgage and real estate platform, reported higher revenues but continued losses for the six months ended June 30, 2026. Total net revenues were $5.3 million, up from $2.9 million a year earlier, driven mainly by gain on sale of loans of $3.6 million, higher loan origination fees, and growing title and related-party fractional equity revenues.
The company remains unprofitable, recording a net loss from continuing operations of $9.3 million, compared with $10.7 million in the prior-year period, and negative operating cash flow of $1.5 million. Cash and restricted cash declined to $1.5 million with total assets of $62.9 million, while warehouse lines of credit and accrued interest totaled $10.4 million. Management states that recurring losses, negative cash flows and dependence on equity financing raise substantial doubt about Beeline’s ability to continue as a going concern.
Beeline completed a step-acquisition of the remaining 52.4% of MagicBlocks, the AI company powering its “Bob” agent, for a purchase price of about $0.6 million, and remeasured its prior stake, recognizing a gain. It also entered a non-binding letter of intent for an all-stock merger with related party TYTL Corp. and highlighted a strategic partnership with Structured Real Estate Group to embed its mortgage platform into SRG’s AI-driven real estate system.
Beeline Holdings reported Q2 2026 net revenue of $2.6 million, up 57% year-over-year, reflecting growth from its technology-driven mortgage and fractional equity platform. The company recorded a net loss of $4.0 million, an improvement from $5.3 million in Q1 2026, and an Adjusted EBITDA loss of $2.6 million, narrower than $3.0 million in Q1.
Non-cash expenses were $2.3 million, leading to an estimated $1.7 million cash deficit for the quarter. Beeline ended Q2 with $1.5 million in cash, $50.5 million in shareholders’ equity and no corporate debt. CEO Nick Liuzza invested $500,000 via a convertible note that converts at the higher of $1.50 per share or a five-day VWAP. The company signed a non-binding Letter of Intent for an all-stock acquisition of TYTL Holdings, aiming to combine mortgage lending with a blockchain-enabled residential equity and digital securities platform, subject to due diligence, definitive agreements, approvals and other conditions.
Beeline Holdings, Inc. reported that Chief Executive Officer Nicholas Liuzza has invested an additional $500,000 in the company through a Board-approved convertible note. The note will automatically convert into Beeline common stock at 4:00 p.m. Eastern Time on August 19, 2026, at the higher of $1.50 per share or the average closing five-day VWAP during regular trading hours beginning August 12, 2026, meaning the conversion is not set at a discount to recent market prices.
Liuzza states that this investment reflects confidence in Beeline’s strategy, recent operating progress and long-term vision, citing growing revenue, improving margins, reduced expenses, and a focus on higher-margin products, including Non-QM offerings. He also highlights the proposed TYTL combination and the BeelineEquity fractional equity platform as key elements of a broader strategy intended to diversify revenue beyond interest-rate-sensitive products. The press release notes that the proposed TYTL transaction remains subject to due diligence, definitive agreements, a fairness opinion, valuation analyses, shareholder approval and other customary conditions, and may not be completed.
Beeline Holdings, Inc. entered into a short-term financing on July 31, 2026 by issuing a promissory note with $350,000 principal to WVP Emerging Manager Onshore Fund LLC - C/M Capital Series for a purchase price of $300,000, reflecting a $50,000 original issue discount. The note bears interest at 9% per annum and matures in 60 days, with acceleration possible upon certain enumerated events of default.
The company may prepay the note at any time and agreed to use 30% of net proceeds from any capital raising transactions exceeding $3 million to prepay the note until it is repaid in full. This transaction constitutes a direct financial obligation of Beeline Holdings.
Beeline Holdings, Inc. entered into a non-binding Letter of Intent to merge with TYTL in an all-stock business combination. The LOI includes customary exclusivity, confidentiality and due diligence provisions and potential termination fees of $150,000 or, in certain cases, up to $500,000. Current expectations contemplate Beeline stockholders owning about 60% of the combined company and TYTL equity holders 40%, subject to valuation work and a fairness opinion. Because Beeline’s principal shareholder and CEO is also a principal shareholder of TYTL, a Special Committee of Beeline’s board has sole authority over merger decisions.
The proposed transaction would combine Beeline’s AI-powered mortgage origination, Non-QM lending, title and settlement platform with TYTL’s blockchain-based residential equity infrastructure. Management notes approximately $17 trillion of U.S. home equity and estimates an initial addressable market of about $1 trillion for TYTL’s no-debt home equity product. TYTL’s residential equity portfolio is valued roughly 26% above its aggregate acquisition cost, and management believes the combined platform could reach cash-flow positive operations at around $6 million in monthly transaction volume. The combination remains subject to definitive agreements, multiple approvals and closing conditions, and may not be completed.
Caltabiano Joseph reported acquisition or exercise transactions in this Form 4 filing.
Beeline Holdings, Inc. director Joseph Caltabiano received a grant of 8,947 shares of restricted common stock on 2026-07-22 at a stated price of $0.0000 per share.
The award is fully vested, was approved by the board under the Amended and Restated 2025 Equity Incentive Plan, and increases his direct holdings to 147,931 shares.
Beeline Holdings, Inc. is planning a stakeholder update call to discuss its second quarter 2026 financial results on August 13, 2026 at 5:00 PM ET. The call will be led by Chief Executive Officer Nick Liuzza and Chief Financial Officer Chris Moe, who will review performance and provide updates on ongoing initiatives.
Access will be available via a listen-only webcast and both U.S. toll-free and international dial-in numbers. The related July 14, 2026 press release and call details are being furnished under Regulation FD, rather than filed, and are not automatically incorporated into other securities law reports.