Beeline acquires full MagicBlocks stake, issues new shares

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.

Rhea-AI Filing Summary

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.

Insights

Corporate finance analyst

Beeline consolidates MagicBlocks and taps its equity line for cash.

Beeline Holdings is consolidating control of MagicBlocks by exchanging equity for remaining interests tied to Simple Agreements for Future Equity. Issuing 211,679 shares to satisfy about $476,277 of SAFEs converts a liability-like claim into common equity while canceling MagicBlocks stock options.

The CEO’s participation in $70,000 of Third-Party SAFEs, receiving 31,111 shares at $2.25, occurs on the same terms as other holders, and a special committee of disinterested directors approved the transaction, which addresses related-party governance concerns. This structure concentrates MagicBlocks ownership at the parent level.

In parallel, Beeline raised $1,575,098.23 by issuing 1,370,131 shares from May 27–June 26, 2026 under an existing equity line with C/M Capital Master Fund LP, using private placement exemptions with resale covered by an effective Form S-1. This adds equity capital but also incremental share issuance, with actual impact depending on the company’s broader capital base.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

SAFE exchange shares: 211,679 shares SAFE principal satisfied: $476,277 CEO SAFE holdings: $70,000 +5 more

8 metrics

SAFE exchange shares 211,679 shares Issued to Third-Party SAFE holders in MagicBlocks deal

SAFE principal satisfied $476,277 Approximate aggregate principal of Third-Party SAFEs exchanged

CEO SAFE holdings $70,000 MagicBlocks SAFEs held by CEO Nicholas R. Liuzza Jr.

CEO exchange shares 31,111 shares Beeline shares issued to CEO at $2.25 per share

Equity line shares sold 1,370,131 shares Common stock sold May 27–June 26, 2026 under ELOC Agreement

Equity line proceeds $1,575,098.23 Gross proceeds from equity line sales

Pre-closing MagicBlocks ownership 47.6% Beeline ownership of MagicBlocks before completing exchange

Exchange share price $2.25 per share Price used to calculate CEO’s shares in SAFE exchange

Key Terms

Securities Exchange Agreement, Simple Agreements for Future Equity, Section 4(a)(2) of the Securities Act of 1933, Rule 506(b), +2 more

6 terms

Securities Exchange Agreement financial

"entered into a Securities Exchange Agreement (the “Agreement”) with MagicBlocks, Inc."

A securities exchange agreement is a legal contract that spells out how one party will trade or convert one set of financial instruments (stocks, bonds, or other securities) for another, including the prices, timing, and conditions of the swap. For investors, it matters because the agreement changes who owns what and can alter ownership stakes, debt levels or voting control—like a clear recipe telling everyone exactly how ownership pieces are being swapped so you can judge the deal’s impact on value and risk.

Simple Agreements for Future Equity financial

"holders of certain outstanding Simple Agreements for Future Equity of MagicBlocks"

A simple agreement for future equity is a lightweight contract where an investor gives money now in exchange for the right to receive company shares at a later financing event, rather than buying shares immediately. Think of it as a voucher or IOU that converts into stock when the company raises a priced round; it matters to investors because it determines when they become owners, how much of the company they ultimately own, and how early risk and future dilution are shared.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933"

Rule 506(b) regulatory

"and Rule 506(b) promulgated thereunder"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Registration Rights Agreement financial

"Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

What transaction did Beeline Holdings (BLNE) announce involving MagicBlocks, Inc.?

Beeline completed a Securities Exchange Agreement that made MagicBlocks, Inc. a wholly owned subsidiary. Before closing, Beeline owned 47.6% of MagicBlocks, and it acquired the remaining shares from selling shareholders while canceling all outstanding MagicBlocks stock options.

How many Beeline shares were issued to MagicBlocks SAFE holders in the BLNE deal?

Beeline issued 211,679 common shares to Third-Party SAFE holders of MagicBlocks. These shares fully satisfied approximately $476,277 in aggregate principal under the Simple Agreements for Future Equity, converting those claims into Beeline equity instead of cash repayment obligations.

What was CEO Nicholas R. Liuzza Jr.’s involvement in the MagicBlocks SAFE exchange?

CEO Nicholas R. Liuzza Jr. personally held $70,000 of MagicBlocks SAFEs and received 31,111 Beeline shares at $2.25 per share. The filing states these terms were materially above market and consistent with other Third-Party SAFE holders participating in the exchange.

How much capital did Beeline (BLNE) raise through its equity line with C/M Capital Master Fund LP?

Between May 27 and June 26, 2026, Beeline issued 1,370,131 common shares under its equity line with C/M Capital Master Fund LP. These sales generated total gross proceeds of $1,575,098.23 under an Amended and Restated Common Stock Purchase Agreement.

Under which securities law exemptions were Beeline’s recent share sales conducted?

The company relied on private offering exemptions under Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D or Regulation S. The purchaser’s resales of equity line shares were registered on Beeline’s effective Form S-1 registration statement.

How did Beeline address related-party concerns in the MagicBlocks transaction?

Because the CEO was a MagicBlocks SAFE holder and MagicBlocks shareholders entered into employment or service agreements, a special committee of disinterested directors negotiated and approved the exchange. This independent oversight was meant to manage potential conflicts of interest in the deal structure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/02/2026 - 05:25 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): June 30, 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.

Effective June 30, 2026, Beeline Financial Holdings, Inc., a Delaware corporation (“BFH”) and a wholly-owned subsidiary of Beeline Holdings, Inc. (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with MagicBlocks, Inc., a Delaware corporation (“MagicBlocks”), the two selling shareholders of MagicBlocks (the “Selling Shareholders”), and the holders of certain outstanding Simple Agreements for Future Equity of MagicBlocks held by third parties (the “Third-Party SAFEs” and the holders thereof, the “Third-Party SAFE Holders”).

Following the closing, MagicBlocks became a wholly-owned subsidiary of the Company; prior to the closing date, the Company owned 47.6% of MagicBlocks. Nicholas R. Liuzza, Jr., the Company’s Chief Executive Officer, held $70,000 of Third-Party SAFEs in his individual capacity and received 31,111 shares of the Company’s common stock in the exchange at $2.25 per share which was materially above market and on the same terms as the other Third-Party SAFE Holders. In addition, the Selling Shareholders entered into employment or services agreements and related compensation arrangements with the Company in connection with the transactions.

In light of these relationships, the Agreement was negotiated and approved on behalf of the Company by a Special Committee of the Company’s Board of Directors comprised solely of disinterested directors.

Pursuant to the Agreement, (i) BFH acquired all shares of MagicBlocks common stock held by the Selling Shareholders for aggregate nominal cash consideration; (ii) the Company issued a total of 211,679 shares of its common stock to the Third-Party SAFE Holders (including Mr. Liuzza) in full satisfaction of, and exchange for, the Third-Party SAFEs (approximately $476,277 in aggregate principal); and (iii) all outstanding MagicBlocks stock options were cancelled. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

From May 27, 2026 to June 26, 2026, the Company sold and issued a total of 1,370,131 shares of common stock pursuant to that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025 with C/M Capital Master Fund LP as purchaser, (collectively, the “ELOC Agreement”) for total gross proceeds of $1,575,098.23. The ELOC Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on March 10, 2025. To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the shares were registered on the Company’s registration statement on Form S-1 (File No. 333-291000), effective November 10, 2025.

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 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D or Regulation S.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
10.1		Form of Securities Exchange Agreement
104		Cover Page Interactive Data File (embedded within the iXBRL document)

* Certain schedules, appendices and exhibits to this document have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedules, appendices and/or exhibits will be furnished supplementally to the Securities and Exchange Commission staff upon request.

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: July 2, 2026

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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 130.3 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB