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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 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
1.01 Entry into a Material Definitive Agreement.
On
July 28, 2026, Beeline Holdings, Inc. (“Beeline”) entered into a non-binding Letter of Intent (the “LOI”) with
TYTL Holdings, Inc. (“TYTL”) regarding a proposed business combination pursuant to which TYTL would merge with and into Beeline
in an all-stock transaction.
The
LOI is non-binding with respect to the proposed business combination, except for certain customary provisions, including exclusivity,
confidentiality, and termination provisions. Under certain circumstances described in the LOI, a party may be required to pay a termination
fee of $150,000 or, under certain specified circumstances, TYTL may pay up to $500,000.
The
final economics of the proposed transaction will be reflected in definitive agreements governing the transaction. The final transaction
structure, exchange ratio, ownership percentages, and other economic terms will be determined through the negotiation of definitive agreements
and are expected to be supported by a fairness opinion and customary valuation analyses.
The
proposed transaction is intended to combine Beeline’s digital mortgage, lending, and title platform with TYTL’s blockchain-based
real estate tokenization platform. Subject to the negotiation of definitive agreements, the combined company intends to pursue the development
and commercialization of products designed to facilitate institutional participation in residential real estate through blockchain-enabled
infrastructure while integrating mortgage lending, including Non-QM mortgage products, title, and settlement processes. The parties also
intend to continue the development of TYTL’s home equity product, which is designed to utilize a Regulation D-compliant security
structure together with blockchain technology and recorded real property interests.
The
LOI contemplates customary exclusivity, confidentiality, and due diligence provisions and reflects the parties’ current expectation
of an ownership structure of approximately 60% for Beeline stockholders and 40% for TYTL equity holders, subject to adjustment through
the negotiation of definitive agreements, valuation analyses, and the results of a fairness opinion. Except for those provisions expressly
identified as binding, the LOI is non-binding, and neither party is obligated to consummate the proposed transaction unless and until
definitive agreements are executed.
Because
the principal shareholder and Chief Executive Officer of Beeline is a principal shareholder of TYTL, Beeline created a special committee
of its Board of Directors (the “Special Committee”) which is empowered to approve the proposed merger and make all decisions
on behalf of Beeline without further Board of Directors approval. The proposed transaction remains subject to, among other things, completion
of due diligence, negotiation and execution of definitive agreements, approval by the Beeline Special Committee and TYTL’s board
of directors, receipt of a fairness opinion by TYTL, applicable regulatory approvals, TYTL stockholder approval, and satisfaction of
customary closing conditions. There can be no assurance that definitive agreements will be executed or that the proposed transaction
will be completed.
The
foregoing description of the LOI does not purport to be complete and is qualified in its entirety by the complete text thereof, a copy
of which is filed as Exhibit 10.1.
Item
7.01 Regulation FD Disclosure
On
August 3, 2026, the Company issued a press release announcing its entry into the LOI. A copy of the press release 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 |
| 10.1 |
|
Letter of Intent |
| 99.1 |
|
Press Release dated August 3, 2026 |
| 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 3, 2026
| |
BEELINE HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas R. Liuzza, Jr. |
| |
|
Chief Executive Officer |
Exhibit
99.1
Beeline
Signs LOI to Acquire TYTL, Expanding into Blockchain-Based Residential Equity
The
proposed all-stock transaction offers Beeline a no-lien, debt-free alternative to HELOCs and cash-out refinances targeting an estimated
$1 trillion addressable market.
PROVIDENCE,
R.I. – August 3, 2026 – Beeline Holdings, Inc. (NASDAQ: BLNE) (“Beeline” or the “Company”), a
technology-driven mortgage platform, today announced it has entered into a non-binding Letter of Intent (“LOI”) to acquire
TYTL Corp” a Delaware C Corp (“TYTL”) in an all-stock business combination.
If
completed, the transaction would combine Beeline’s AI-powered mortgage origination, Non-QM lending, title and settlement platform
with TYTL’s blockchain-enabled residential equity infrastructure to create a differentiated residential equity and finance platform
that enables qualified homeowners to unlock record home equity without taking on additional debt while providing institutional investors
access to professionally underwritten, real estate-backed digital securities.
U.S.
homeowners currently hold approximately $17 trillion in home equity. Based on TYTL’s underwriting criteria, management estimates
an initial addressable market of approximately $1 trillion, primarily consisting of homeowners with properties valued at $1
million or more in premier U.S. residential markets.
Rather
than using a traditional HELOC or cash-out refinance, qualified homeowners sell a fractional ownership interest in their homes in exchange
for immediate liquidity. Because the transaction is structured as an equity sale rather than a loan, homeowners incur no additional debt,
monthly principal or interest payments, or loan maturity. Instead of a mortgage lien, a deeded ownership interest is recorded in the
public record.
For
more than a year, the companies have integrated TYTL’s Regulation D-compliant digital securities platform with Beeline’s
lending and title operations, creating an end-to-end platform capable of originating, underwriting, closing, recording and digitally
representing residential home equity transactions. During the LOI period, the companies will continue developing a wholesale distribution
platform to support national scale while advancing a key product roadmap initiative focused on the tokenization of residential mortgage-backed
securities.
Each
transaction is recorded in the public record and digitally represented on the blockchain on a 1:1 basis, with every dollar of
recorded residential equity corresponding to one dollar of Regulation D-compliant digital securities. Through TYTL’s integration
with Anchorage Digital, institutional investors can purchase these securities, with proceeds converted into U.S. dollars and delivered
directly to Beeline Title to fund homeowner transactions.
TYTL
has completed its initial blockchain-recorded residential home equity transactions involving $1 million-plus homes in premier
U.S. markets. As of the date of this release, TYTL’s residential equity portfolio is valued at approximately 26% above its aggregate
acquisition cost, reflecting the discounted purchase price of the underlying equity interests and subsequent changes in property
values.
The
combined company expects to retain a portion of each digital security issuance on its balance sheet, building a growing treasury of residential
real estate-backed digital assets. Management expects the platform to generate higher revenue per transaction, stronger margins, and
a differentiated revenue stream that is less dependent on interest rates while creating a growing portfolio of real estate-backed digital
securities.
“This
transaction has the potential to transform Beeline from a traditional mortgage originator into an AI-powered residential equity and finance
platform,” said Jess Kennedy, Co-Founder and Chief Operating Officer of Beeline. “Rather than asking homeowners to borrow
against their homes, the proposed combined platform enables qualified homeowners to monetize a portion of their accumulated equity through
a simple, technology-driven transaction while creating an entirely new institutional asset class backed by prime U.S. residential real
estate.”
“Our
platform was designed to modernize how homeowners access residential equity through automation, blockchain technology and institutional
capital,” said Brendan Reilly, Chief Technology Officer of TYTL. “Combining TYTL’s digital securities infrastructure
with Beeline’s national lending and title platform creates a scalable foundation for institutional adoption of tokenized residential
real estate.”
The
Company intends to engage an investment bank to assist in monetizing TYTL’s existing portfolio of digital real estate assets, advise
on valuation matters and support future strategic capital markets initiatives.
For
additional information regarding the proposed transaction, including the proposed merger consideration and other material terms of the
Letter of Intent, investors should review the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
on August 3, 2026.
About
Beeline Holdings, Inc.
Beeline
Holdings, Inc. (NASDAQ: BLNE) is a technology-driven mortgage platform focused on simplifying home financing through AI-powered digital
mortgage origination, Non-QM lending, title, and settlement services.
About
TYTL Holdings, Inc.
TYTL
Holdings, Inc. is a financial technology company designed for homeowners and built for institutional investors. The Company has developed
a real estate valuation and securitization platform that purchases residential home equity from homeowners in a simple transaction that
results in no debt or monthly payments and transforms the equity into a Regulation D-compliant digital security.
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 proposed business combination between Beeline and TYTL; the anticipated benefits of the proposed transaction;
future products, services and technologies; expected market opportunities, including management’s estimate of an approximately
$1 trillion addressable market based on TYTL’s underwriting criteria; the potential for the combined company to achieve cash-flow
positive operations at approximately $6 million in monthly transaction volume; strategic advantages; and the likelihood or timing of
entering into definitive agreements or completing the proposed merger.
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 parties’
ability to negotiate and execute definitive agreements; satisfy closing conditions; obtain required approvals, including shareholder
approvals and an independent fairness opinion; integrate TYTL’s technology, operations and personnel and operate effectively and
as planned as a combined company; realize the anticipated benefits of the proposed transaction; comply with applicable regulatory requirements
including new regulations and developments that may arise; protect intellectual property; and achieve expected levels of market adoption
for the combined company’s products and services and other benefits of the transaction, including the risk that the market or demand
for the anticipated offerings of the combined company could be less than expected or projected. Further, actual transaction economics,
ownership percentages and other material terms may differ from those contemplated by the Letter of Intent as negotiations and due diligence
progress.
Additional
information regarding these and other risks is contained in Beeline’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, the prospectus
supplement dated March 10, 2026, and subsequent filings with the SEC.
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
