false
0001534708
0001534708
2026-05-14
2026-05-14
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 14, 2026
BEELINE
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-38182 |
|
20-3937596 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
188
Valley Street, Suite 225
Providence,
RI 02909
(Address
of principal executive offices)
(Zip
Code)
Registrant’s
telephone number, including area code: (888) 810-5760
Securities
registered pursuant to Section 12(b) of the Act:
| Common
Stock, $0.0001 par value |
|
BLNE |
|
The
Nasdaq Stock Market LLC |
| (Title
of Each Class) |
|
(Trading
Symbol) |
|
(Name
of Each Exchange on Which Registered) |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (CFR §230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (CFR §240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.02 Results of Operations and Financial Condition.
On
May 14, 2026, Beeline Holdings, Inc. (the “Company”) issued a press release announcing financial results for the first quarter
of 2026. The text of the press release is furnished as Exhibit 99.1 to this current report.
The
information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject
to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly
incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained
in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated May 14, 2026 |
| 104 |
|
Cover
page interactive data file (embedded within the iXBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date:
May 14, 2026
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Beeline
Doubles Revenue Year-Over-Year in Q1 2026 While Significantly Narrowing Operating Loss
BeelineEquity
platform advancing as a capital light, fee-based complement to core lending
Management
to host conference call on May 14 at 5 p.m.ET to review results and discuss outlook
Providence,
Rhode Island – May 14, 2026 – Beeline Holdings, Inc. (Nasdaq: BLNE), the emerging digital mortgage lender and fractional
equity platform, today announced financial results for the first quarter ended March 31, 2026.
Financial
Highlights
| ● | Net
revenue of $2.7 million, more than doubling year-over-year and increasing approximately 7%
sequentially |
| ● | Q1
2026 loan originations of $85.6 million across 288 loans, compared to $39.8 million across
128 loans in the prior year period |
| ● | Operating
expenses of $7.9 million, including approximately $1.0 million in non-cash stock-based compensation;
excluding stock-based compensation, operating expenses increased 18% on 116% revenue growth
1 |
| ● | Net
loss of $5.3 million, narrowing from $6.9 million in the prior year period, a 24% improvement
year-over-year |
| ● | Adjusted
EBITDA, a non-GAAP financial measure, loss of $3.0 million, narrowed from $3.8 million in
the prior year period, a 22% improvement year-over-year |
| ● | Continued
progress on the BeelineEquity platform, with more transactions completed in the first quarter
and the full operating infrastructure built and integrated to support future scaling |
| ● | Ended
the first quarter with $1.9 million in cash and $50.9 million in shareholders’ equity,
with no corporate debt |
| ● | The
Company continues to target a $100 million revenue run rate as it exits 2027 |
Management
Commentary
“The
first quarter demonstrated encouraging progress, with revenue more than doubling year-over-year, transaction-level economics improving,
and our net loss and Adjusted EBITDA loss narrowing,” commented Nick Liuzza, Co-Founder and Chief Executive Officer of Beeline.
“We are growing both transaction volume and revenue per transaction, and together those trends are building a more scalable, less
rate-dependent housing finance platform. We continue to target a $100 million revenue run rate as we exit 2027, and our increasingly
diversified revenue streams support this goal.”
Liuzza
continued, “BeelineEquity represents a different revenue model for us. We earn 3.5% per transaction plus title revenue and carry
no balance sheet risk. We monetize transactions rather than interest rate spreads. As this capital-light, fee-based offering scales alongside
our core lending platform, we expect it to be a key driver of long-term margin expansion.”
1
Excluding non-cash stock-based compensation is a non-GAAP financial measure. See reconciliation below.
Conference
Call
Beeline
will host a conference call to discuss its first quarter 2026 results on Thursday, May 14, 2026, at 5 p.m. ET. The call will be led by
Nick Liuzza, Chief Executive Officer, Jess Kennedy, Chief Operating Officer, and Chris Moe, Chief Financial Officer.
Participants
may join via webcast or by phone using the details below:
| ● | Listen-only
webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=lhQu88bn |
| ● | Toll-Free
Dial-In (U.S.): 877-317-6789 |
| ● | International
Dial-In: 412-317-6789 |
Use
of Non-GAAP Measures
This
press release includes both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP
financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position
or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure
calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental and should not be considered
as alternatives to net income (loss), operating income (loss), and cash flow from operating activities, liquidity or any other financial
measures. They may not be indicative of the historical operating results of Beeline nor are they intended to be predictive of potential
future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated
in accordance with GAAP.
Our
management uses and relies on Adjusted EBITDA, a non-GAAP financial measure, to evaluate and assess our core operating results from period-to-period
after removing the impact of items that affect comparability. Our management recognizes that the non-GAAP financial measure has inherent
limitations because of the excluded items described below. We also review our operating metrics without including stock-based compensation,
which is another non-GAAP financial measure.
We
have included a reconciliation of our non-GAAP financial measure to the most comparable GAAP financial measure. We believe that providing
the non-GAAP financial measure, together with the reconciliation to GAAP, helps investors make comparisons between Beeline and other
companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to
evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation
between such measure and the corresponding GAAP measure provided by each.
The
Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, stock-based compensation, and other
one-time items.
The
following table presents a reconciliation of net loss to Adjusted EBITDA (unaudited):
| | |
Three
Months Ended March 31, | |
| (Dollars in thousands) | |
2026 | | |
2025 | |
| Net
loss | |
$ | (5,278 | ) | |
$ | (6,927 | ) |
| Interest
expense | |
| - | | |
| 1,889 | |
| Depreciation
and amortization | |
| 815 | | |
| 820 | |
| Stock-based
compensation expense | |
| 977 | | |
| 150 | |
| Non-recurring
expenses | |
| 468 | | |
| - | |
| Net
loss from discontinued operations | |
| - | | |
| 221 | |
| Adjusted
EBITDA | |
$ | (3,018 | ) | |
$ | (3,847 | ) |
The
following table presents a reconciliation of total operating expenses excluding non-cash stock-based compensation (unaudited):
| | |
Three
Months Ended March 31, | |
| (Dollars in thousands) | |
2026 | | |
2025 | |
| Total
operating expenses | |
$ | 7,863 | | |
$ | 6,004 | |
| Stock-based
compensation expense | |
| (977 | ) | |
| (150 | ) |
| Total
operating expenses excluding stock-based compensation | |
$ | 6,886 | | |
$ | 5,854 | |
About
Beeline Holdings, Inc.
Beeline
is a next-generation mortgage and home equity service company simplifying the path to homeownership and liquidity. By combining blockchain
technology, automation, and a customer-first digital experience, Beeline makes financing a home, or unlocking its value, faster, fairer,
and more transparent.
For
more, visit www.makeabeeline.com.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding plans and expectations with respect to the growth of BeelineEquity, our forecasted revenues, and growth prospects.
Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,”
“may,” “will,” “should,” “would,” “intend,” “seem,” “potential,”
“appear,” “continue,” “future,” “believe,” “estimate,” “forecast,”
“project,” “target,” and similar words. Forward-looking statements are based on our current expectations and
assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future,
they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore,
against relying on any of these forward-looking statements. Our actual results may differ materially from those contemplated by the forward-looking
statements for a variety of reasons, including, without limitation, the duration of the war with Iran and its effect on the economy,
the ability of our BeelineEquity partner to fund its equity transactions, and the Risk Factors contained in the Company’s 2025
Annual Report on Form 10-Kand our prospectus supplement dated March 10, 2026. Any forward-looking statement made by us in this press
release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from
time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Investor
Contact:
investors@makeabeeline.com
Media
Contact:
press@makeabeeline.com