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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): July 1, 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
7.01 Regulation FD Disclosure.
On
July 1, 2026, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The
information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed
to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Exhibit |
| 99.1 |
|
Press Release dated July 1, 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:
July 1, 2026
| |
BEELINE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas R. Liuzza, Jr. |
| |
|
Chief Executive Officer |
Exhibit
99.1
Beeline
Holdings Completes Acquisition of MagicBlocks, Accelerating AI Integration Across Mortgage and Title Operations
Acquisition
brings core AI infrastructure fully in-house, strengthening Beeline’s ability to automate and scale across its product suite
Providence,
R.I. – July 1, 2026 – Beeline Holdings, Inc. (NASDAQ: BLNE) (“Beeline” or the “Company”), a technology-driven
mortgage and title platform, today announced the completion of its acquisition of MagicBlocks, the artificial intelligence company
whose technology powers Bob, Beeline’s proprietary AI agent, and underpins key automation capabilities across the Company’s
mortgage origination and title operations.
The
acquisition gives Beeline full ownership and control of the AI technology already embedded across its platform. With MagicBlocks’
capabilities fully integrated, the Company expects to accelerate deployment of AI-driven automation across the mortgage origination and
title workflow, reduce production costs, and improve the speed and consistency of the borrower experience.
MagicBlocks’
technology is the foundation for Beeline’s chatbot, Bob. This AI chatbot drives an 8% increase in lead-to-lock conversions when
he is engaged with customers on the website, through SMS, or in the point-of-sale journey. Following the integration of the acquisition,
the MagicBlocks technology will be further integrated throughout Beeline’s mortgage origination and title operations to automate
key workflows, support internal teams with AI-driven decision making, and create a more scalable operating platform.
“MagicBlocks’
technology is already working inside our platform — it powers Bob, and the results are measurable,” said Nick Liuzza, Co-Founder
and Chief Executive Officer of Beeline. “Full ownership gives us the ability to move faster, integrate deeper, and build on what’s
already working without constraint. Beeline was designed from the start to be a technology-first mortgage company. This acquisition is
consistent with that vision and gives us greater control over how we develop and deploy AI across the business going forward.”
The
Company expects the acquisition to accelerate product innovation while supporting future initiatives across mortgage origination, title
services, home equity products, and digital real estate transactions. MagicBlocks will continue to license its platform to other mortgage
lenders and financial institutions.
“We
built MagicBlocks to solve real operational problems primarily in the top of the funnel for mortgage and financial services, and Beeline
has already proven that the technology delivers measurable results,” said Jay Stockwell, Founder of MagicBlocks. “Being part
of Beeline full-time gives us the ability to go deeper and move faster. There is a lot more we can do with this technology across the
platform and I’m looking forward to building it.”
Prior
to this acquisition, Beeline owned approximately 48% of MagicBlocks. To acquire the remaining interest, Beeline issued 209,456
shares of common stock at $2.25 per share or well above market on the closing date, representing approximately $471,276
in consideration. The transaction was supported by an independent third-party fairness opinion, which valued MagicBlocks at
approximately $1 million. Certain shares granted at inception were retired. As MagicBlocks was a related party investment, the
transaction was reviewed and approved by a special committee of Beeline’s board of directors.
Additional terms of the
transaction were not disclosed.
About
Beeline Holdings, Inc.
Beeline
Holdings, Inc. is a technology-driven mortgage and title platform focused on simplifying home financing through digital innovation, artificial
intelligence, and automation. The Company provides residential mortgage lending, title services, and home equity solutions designed to
improve efficiency and enhance the borrower experience.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
include, but are not limited to, statements regarding the accelerating deployment of AI, reducing production costs and improving the
borrower experience, and supporting future initiatives. Forward-looking statements are often identifiable by the words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “objective,” “ongoing,” “plan,” “predict,” “project,”
“potential,” “should,” “will,” or “would,” or other comparable terminology intended to
identify statements about the future. These forward-looking statements are based on current expectations and assumptions and involve
risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including our ability to
integrate and expand MagicBlocks’ technology and personnel into Beeline’s operations and infrastructure, our ability to maintain
and protect MagicBlocks’ technology and intellectual property, the possibility that the acquisition does not yield the benefits
anticipated or sought or that unknown liabilities or risks arise in connection with the acquisition, and other risks described in the
Company’s filings with the Securities and Exchange Commission including the Risk Factors contained in the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025 and the Company’s prospectus supplement dated March 10, 2026.
Readers
are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Beeline undertakes
no obligation to update any forward-looking statements except as required by applicable law.
Contacts
Investor
Relations
ir@makeabeeline.com
Media
Inquiries
press@makeabeeline.com
