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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): May 28, 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
7.01 Regulation FD Disclosure
On
May 28, 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.
| |
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished |
| Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
| |
|
|
|
|
|
|
|
|
|
|
| 99.1 |
|
Press release dated May 28, 2026 |
|
|
|
|
|
|
|
Furnished |
| 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:
May 28, 2026
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Beeline
Holdings enters into Letter of Intent to acquire 100% of MagicBlocks, Accelerating AI-Powered Mortgage Platform and Digital Asset Infrastructure
expansion
Providence,
RI – May 28, 2026 – Beeline Holdings, Inc. (NASDAQ: BLNE) (“Beeline” or the “Company”), a technology-driven
mortgage and fintech platform focused on next-generation lending and digital real estate infrastructure, today announced that it has
entered into a non-binding Letter of Intent to acquire MagicBlocks, an AI-driven real estate technology company focused on transaction
lead generation, production automation, and workflow systems for financial services and real estate applications.
Beeline
currently owns approximately 47.6% of MagicBlocks, and the MagicBlocks platform has enabled Beeline’s chatbot, Bob, which has facilitated
an 8% increase in lead to lock conversions at no incremental cost when involved with customers on Beeline’s website. Beeline has
entered into a non-binding Letter of Intent with MagicBlocks’ key principals to acquire the remaining interest in the company.
The transaction is subject to execution of a definitive agreement, final approvals by a special committee of Beeline’s board of
directors, SAFE noteholders and employment agreements for the founders.
The
acquisition is expected to materially expand Beeline’s artificial intelligence capabilities and further support the Company’s
blockchain and digital asset initiatives. Beeline intends to leverage MagicBlocks’ proprietary AI technology to drive lead generation
for BeelineEquity, its tokenized home equity product in partnership with TYTL, while also supporting underwriting, transaction automation,
and scalable production infrastructure across Beeline’s broader fintech platform.
MagicBlocks
has developed proprietary systems designed to automate and improve key components of the real estate transaction process, including AI-enhanced
workflow management and scalable infrastructure built specifically for mortgage, financial services, and real estate applications. Beeline
plans to further integrate MagicBlocks’ technology stack into its ecosystem of mortgage origination, title services, blockchain
settlement capabilities, and tokenized home equity products.
The
Company believes the acquisition can help accelerate transaction volume, reduce production costs, lower customer acquisition costs, and
create new software-as-a-service revenue opportunities for Beeline.
“MagicBlocks
represents a major strategic step forward for Beeline, further differentiating our digital-first approach,” said Nick Liuzza, Chief
Executive Officer of Beeline. “The future of mortgage banking and real estate finance will be driven by AI, blockchain infrastructure,
and tokenization. This acquisition positions Beeline at the center of that evolution while strengthening our ability to deliver faster,
more transparent, and more scalable financial products, creating a better experience for customers.”
The
transaction is expected to enhance Beeline’s initiatives across digital mortgage automation, AI-assisted lending operations, blockchain
settlement systems, tokenized real estate marketplaces, and blockchain-native financial products. The Company also believes the acquisition
will support the continued development of Beeline’s broader fintech ecosystem as it works to modernize how consumers access mortgage
capital, real estate liquidity, and digital home equity solutions.
“We
believe combining MagicBlocks’ infrastructure with Beeline’s lending platform creates a unique opportunity to redefine how
consumers access mortgage capital and real estate liquidity,” added Liuzza.
Under
the terms of the proposed transaction, MagicBlocks would become a wholly owned subsidiary of Beeline. Existing leadership and development
personnel from MagicBlocks are expected to join Beeline and continue advancing the platform’s technology roadmap.
The
transaction, if consummated, is expected to close in June, subject to negotiation and execution of a definitive agreement. The proposed
acquisition is expected to be supported by a third-party valuation of approximately $1 million. The acquisition is contemplated to be
structured as an all-stock transaction.
About
Beeline Holdings
Beeline
is a technology-forward mortgage and fintech platform focused on AI-powered lending, title services, blockchain-enabled financial infrastructure,
and digital real estate solutions. The Company is developing next-generation mortgage and home equity products designed to modernize
the residential finance market.
About
MagicBlocks
MagicBlocks
develops blockchain infrastructure, AI automation systems, and smart contract technologies focused on real estate, financial services,
and digital asset applications.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of applicable securities laws. These statements include, but are
not limited to, statements regarding the anticipated acquisition of MagicBlocks and the potential or expected benefits of the acquisition,
expected June closing date, future product development, blockchain initiatives, AI integration, tokenization strategies, and market opportunities.
We
caution you, therefore, against relying on any of these forward-looking statements. Actual results may differ materially from those expressed
or implied due to various risks and uncertainties. Factors that may cause actual results to differ include, among others, our ability
to negotiate and execute a definitive agreement for the acquisition and employment agreements with MagicBlocks’ management, 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.
Contacts
Investor
Relations
ir@makeabeeline.com
Media
Inquiries
press@makeabeeline.com
