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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): August 12, 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
August 12, 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 August 12, 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:
August 12, 2026
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
Exhibit
99.1
Beeline
CEO Invests Additional $500,000 in Company, Reinforcing Confidence in Growth Strategy and Execution
CEO
investment automatically converts into Beeline common stock on an above market basis
PROVIDENCE,
R.I. – August 12, 2026 – Beeline Holdings, Inc. (Nasdaq: BLNE) (“Beeline” or the “Company”),
a technology-driven mortgage lender and fractional equity platform, today announced that Chief Executive Officer Nicholas Liuzza has
invested an additional $500,000 in the Company through a convertible note approved by Beeline’s Board of Directors.
The
note will automatically convert into shares of Beeline common stock at 4:00 p.m. Eastern Time on August 19, 2026, at the higher of $1.50
per share or the average closing five-day VWAP during regular trading hours beginning August 12, 2026.
Liuzza
said the investment reflects his confidence in Beeline’s strategy, recent operating progress and ability to execute on its long-term
vision.
“I
believe strongly in Beeline, our team and what we are building,” said Liuzza. “I am investing another $500,000 because I
believe our recent results demonstrate that the strategy is working. Revenue is growing, margins are improving, we have materially reduced
expenses, and we are increasingly focused on higher-margin products that can generate greater revenue per transaction.”
Liuzza
continued, “The proposed TYTL combination adds another important dimension to that strategy. BeelineEquity gives us the opportunity
to participate in a differentiated residential equity product whose economics are not directly tied to interest rates, while leveraging
technology and infrastructure we have already built. I believe the combination of our core mortgage and title businesses, higher-margin
Non-QM products and BeelineEquity can create a substantially different company as we scale.”
The
investment also reflects management’s focus on maintaining financial discipline and aligning leadership with shareholders. By setting
the conversion price at the higher of $1.50 or the applicable five-day VWAP, Liuzza’s investment is not structured with
a discount to the market-based conversion price.
“Our
objective is straightforward: grow revenue, expand margins, maintain tight control over expenses and execute,” Liuzza said. “As
CEO and the largest shareholder, my interests are directly aligned with our shareholders. I believe in the opportunity ahead of Beeline,
and I am willing to continue investing my own capital alongside them.”
The
proposed TYTL transaction remains subject to completion of due diligence, negotiation and execution of definitive agreements, a fairness
opinion, valuation analyses, shareholder approval and other customary closing conditions. There can be no assurance that the proposed
transaction will be completed on the terms currently contemplated or at all.
Forward-Looking
Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including
statements regarding the July margin, the focus on higher margin products and the proposed TYTL acquisition. Forward-looking statements
may be identified by words such as “believe,” “may,” “estimate,” “anticipate,” “intend,”
“plan,” “target,” “potential,” “will,” “expect” and similar expressions,
though the absence of such words does not mean a statement is not forward-looking.
These
forward-looking statements are based on current expectations, assumptions and beliefs and are subject to numerous risks and uncertainties
that could cause actual results to differ materially from those expressed or implied. These risks include, among others, the ability
to negotiate and execute definitive agreement with TYTL and other TYTL risks referred to in our press release of August 3, 2026; and
the risks contained in our Form 10-K for the year ended December 31, 2026.
Readers
are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except
as required by law, Beeline undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events
or circumstances.
Contacts
Investor
Relations
ir@makeabeeline.com
Media
Inquiries
press@makeabeeline.com
