Beeline Holdings (NASDAQ: BLNE) swaps all Series A preferred for common stock

Rhea-AI Filing Summary

Beeline Holdings, Inc. reported that on March 18, 2026 it entered into an agreement with the holder of its Series A Convertible Redeemable Preferred Stock to exchange the remaining 4,425,102 Series A shares for 983,356 shares of common stock, using a conversion price of $2.25 per share based on the Series A stated value. Under the original terms, conversion at $1.75 per share would have required issuing an additional 280,959 common shares. Following this transaction, no Series A shares remain outstanding, and on March 20, 2026 the company filed a certificate of withdrawal for the Series A designation in Nevada. The exchange was treated as an unregistered sale of equity securities exempt from registration under Section 3(a)(9) of the Securities Act.

Insights

Capital structure analyst

Beeline retires preferred stock by exchanging it for common shares.

Beeline Holdings exchanged 4,425,102 Series A preferred shares for 983,356 common shares on March 18, 2026, using a $2.25 per-share value tied to the preferred’s stated value. This fully eliminates the Series A class from the capital structure.

Originally, conversion at $1.75 per share would have led to 280,959 more common shares being issued, so the agreed terms reduce potential common share issuance versus that legacy formula. On March 20, 2026, the company formally withdrew the Series A designation in Nevada.

The exchange is characterized as an unregistered sale of equity securities relying on the Section 3(a)(9) exemption, which applies to exchanges with existing security holders. This is a non-cash capital restructuring; actual impact depends on the company’s broader equity base and investor perception in future disclosures.

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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): March 18, 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 3.02 Unregistered Sales of Equity Securities.

On March 18, 2026, Beeline Holdings, Inc. (the “Company”) entered into an agreement with the holder of the outstanding shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “Series A”) pursuant to which the holder exchanged its remaining 4,425,102 shares of Series A for 983,356 shares of the Company’s common stock, determined by dividing the stated value of the Series A by $2.25. As a result of this exchange, there are no longer any shares of Series A outstanding. Under the original terms, had the Series A been converted at $1.75 per share, the Company would have had to issue an additional 280,959 shares.

On March 20, 2026, the Company filed a certificate of withdrawal of the designation of the Series A with the Nevada Secretary of State.

The exchange described above was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) thereof.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
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: March 20, 2026

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

FAQ

What equity transaction did Beeline Holdings (BLNE) report on March 18, 2026?

Beeline Holdings agreed to exchange all 4,425,102 outstanding Series A Convertible Redeemable Preferred shares for 983,356 common shares, using a conversion value of $2.25 per common share. This converts the remaining preferred stake into common equity in one transaction.

How many Beeline Holdings (BLNE) common shares were issued in the Series A exchange?

The company issued 983,356 shares of common stock in exchange for the remaining Series A preferred shares. That number was calculated by dividing the Series A stated value by a per-share price of $2.25 for the new common stock.

What would Beeline’s share issuance have been under the original Series A conversion terms?

Under the original Series A terms, conversion at $1.75 per share would have required issuing an additional 280,959 common shares. The new agreement therefore results in fewer common shares than that legacy conversion pricing would have implied.

Does Beeline Holdings (BLNE) still have any Series A preferred stock outstanding?

No Series A preferred shares remain outstanding after the exchange of 4,425,102 Series A shares for common stock. Beeline subsequently filed a certificate of withdrawal of the Series A designation with the Nevada Secretary of State on March 20, 2026.

How was the Beeline Holdings Series A exchange treated under U.S. securities law?

The exchange of Series A preferred stock for common stock was treated as an unregistered sale of equity securities. Beeline relied on the Section 3(a)(9) exemption under the Securities Act of 1933, which covers exchanges with existing security holders.

What section of the Beeline Holdings (BLNE) 8-K discusses the Series A exchange?

The Series A preferred-for-common exchange is described under Item 3.02, Unregistered Sales of Equity Securities. That section details the 4,425,102 Series A shares exchanged, the 983,356 common shares issued, and the reliance on the Section 3(a)(9) registration exemption.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB