Beeline to redeem remaining Series A preferred at $2.00

Beeline Holdings, Inc. entered into a Letter Agreement with the holder of its Series A Convertible Redeemable Preferred Stock to amend the Series A certificate.

Rhea-AI Filing Summary

Beeline Holdings, Inc. entered into a Letter Agreement with the holder of its Series A Convertible Redeemable Preferred Stock to amend the Series A certificate. The amendment lets the holder convert up to 2,000,000 additional Series A shares into common stock at a higher conversion price of $2.00 instead of $1.75 during the redemption period.

Following this change, the holder converted 2,000,000 Series A shares into 500,000 common shares on January 29, 2026. After that, 4,425,102 Series A shares remain outstanding, which are convertible into 1,264,315 common shares. The company plans to redeem these remaining Series A shares at $2.00 per underlying common share within the next 90 days. The holder also agreed not to sell common stock in amounts exceeding 5% of the reported daily trading volume on the Nasdaq Capital Market.

Insights

Capital structure and corporate finance analyst

Beeline reshapes preferred stock, locks in higher conversion and planned redemption.

Beeline Holdings adjusted terms of its Series A preferred so the holder can convert 2,000,000 shares at $2.00 instead of $1.75, then immediately saw those preferred shares turned into 500,000 common shares. This raises the effective conversion price for that block while crystallizing some dilution into common stock.

After this step, 4,425,102 Series A shares remain outstanding, convertible into 1,264,315 common shares, and Beeline plans to redeem them at $2.00 per underlying share within the next 90 days. Redemption implies a future cash outlay tied directly to that amount, but it also simplifies the capital structure by removing the remaining Series A layer.

The Letter Agreement also caps the holder’s daily common stock sales to no more than 5% of reported Nasdaq trading volume, which limits how quickly these shares can enter the market. Actual effects on trading and capital structure will depend on execution of the planned redemption and the holder’s sale activity over that 90‑day period.

8-K Event Classification

4 items: 1.01, 3.02, 5.03, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What agreement did Beeline Holdings (BLNE) enter into regarding its Series A preferred stock?

Beeline Holdings entered a Letter Agreement with its Series A preferred holder to amend the Series A terms. The amendment allows conversion of up to 2,000,000 additional Series A shares into common stock at a higher conversion price of $2.00 instead of $1.75 during the redemption period.

How many Beeline (BLNE) Series A preferred shares were converted and into how many common shares?

The holder converted 2,000,000 Series A preferred shares into 500,000 common shares. This conversion took place on January 29, 2026, under the amended terms that set the applicable conversion price at $2.00 per share during the specified redemption period.

How many Beeline (BLNE) Series A preferred shares remain outstanding after the conversion?

After the conversion, 4,425,102 Series A preferred shares remain outstanding. According to the disclosure, these remaining Series A shares are currently convertible into 1,264,315 shares of Beeline’s common stock based on the terms described in the amended certificate.

What are Beeline Holdings’ plans for the remaining Series A preferred stock?

Beeline plans to redeem the remaining Series A preferred shares. The company intends to redeem 4,425,102 Series A shares at a price of $2.00 per underlying common share within the next 90 days, as outlined in the agreement.

What trading restriction did the Beeline (BLNE) Series A holder agree to?

The Series A holder agreed to a daily volume-based sale limitation. Under the Letter Agreement, the holder will not sell Beeline common stock representing more than 5% of the reported trading volume on the Nasdaq Capital Market on any given trading day.

Under what Securities Act exemption were Beeline’s Series A transactions conducted?

The Series A related transactions were conducted under an exemption from registration. Beeline states that the transactions described in connection with the Letter Agreement were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

What corporate filing did Beeline make to implement the Series A amendment?

Beeline filed a Certificate of Amendment to the Series A Certificate of Designations. This filing was made on January 28, 2026, to reflect the amended terms, and its material provisions are summarized in the same disclosure describing the Letter Agreement.

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Accepted by SEC EDGAR 01/30/2026 - 04:05 PM Learn about SEC filing dates

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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): January 27, 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: (458) 800-9154

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 1.01 Entry into a Material Definitive Agreement.

On January 27, 2026, Beeline Holdings, Inc. (the “Company”) entered into an agreement (the “Letter Agreement”) with the holder of Series A Convertible Redeemable Preferred Stock (the “Series A”) pursuant to which the parties agreed to an amendment to the Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock (the “Series A Certificate of Designations”) to allow the holder to convert up to 2,000,000 additional shares of Series A into shares of the Company’s common stock at a conversion price of $2.00, instead of $1.75, during the redemption period provided for therein. As a result, the holder converted the 2,000,000 shares of Series A into 500,000 shares of common stock on January 29, 2026.

After this conversion, there are currently 4,425,102 shares of Series A which convert into 1,264,315 shares of common stock. The Company plans to redeem those shares of Series A at price of $2.00 per underlying share of common stock within the next 90 days.

Pursuant to the Letter Agreement the holder agreed not to sell shares of the Company’s common stock representing more than 5% of the reported volume on the Nasdaq Capital Market on any trading day.

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The transactions described in Item 1.01 of this Current Report on Form 8-K were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 28, 2026, in accordance with the terms of the Letter Agreement, the Company filed a Certificate of Amendment to the Series A Certificate of Designations (the “Series A Certificate of Amendment”). The material terms of the Series A Certificate of Amendment are summarized under Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference

The foregoing descriptions of the Series A Certificate of Amendment and Letter Agreement do not purport to be complete, and are qualified in their entirety by the complete texts, copies of which are filed as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference. The original Series A Certificate of Designations was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
4.1		Certificate of Amendment to Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock
10.1		Form of Letter Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL 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: January 30, 2026

	BEELINE HOLDINGS, INC.
	By:	/s/ Nicholas R. Liuzza, Jr.
		Nicholas R. Liuzza, Jr.
		Chief Executive Officer