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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): March 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: (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
2.02 Results of Operations and Financial Condition.
On
March 30, 2026, Beeline Holdings, Inc. (the “Company”) issued a press release announcing financial results for the fourth
quarter of 2025. The text of the press release is furnished as Exhibit 99.1 to this current report.
The
information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject
to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly
incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained
in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after
the date hereof, regardless of any general incorporation language in such filing.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 99.1 |
|
Press Release dated March 30, 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:
March 30, 2026
| |
BEELINE
HOLDINGS, INC. |
| |
|
|
| |
By:
|
/s/
Nicholas R. Liuzza, Jr. |
| |
|
Nicholas
R. Liuzza, Jr. |
| |
|
Chief
Executive Officer |
Exhibit 99.1
Beeline Reports 127% Revenue Growth and Improved
Loan Economics
Revenue growth expected to accelerate in 2026
Management to host conference call today at 5 p.m.
ET to review results and discuss outlook
Providence, Rhode Island – March 30, 2026 –
Beeline Holdings, Inc. (Nasdaq: BLNE), the emerging digital mortgage lender and fractional equity platform, today announces financial
results for the fourth quarter ended December 31, 2025.
Q4 2025 Financial Highlights
| ● | Net revenue of $2.5 million, up 127% year-over-year and 8.3% sequentially |
| ● | Q4 2025 origination volume of $84.7 million, up 44% year-over-year |
| ● | Operating expenses increased, primarily reflecting $4.2 million in non-cash
stock-based compensation; excluding this, operating expenses increased 19% on 127% revenue growth 1 |
| ● | Launched BeelineEquity platform and closed initial transactions recorded
on the Blockchain in the fourth quarter with a growing pipeline entering 2026 |
| ● | Ended 2025 with no corporate debt, strengthening the balance sheet |
| ● | Continued improvement in loan economics, including a 31% increase in average
revenue per loan and an 18% decrease in average cost per loan, with the trend continuing into January of 2026 |
Management Commentary:
“In 2025, we became a public company, strengthened
our balance sheet by eliminating debt, and built our technology stack,” commented Nick Liuzza, Co-Founder and Chief Executive Officer
of Beeline. “With this platform now firmly in place, we are poised for accelerated growth while continuing to improve loan-level
economics. Higher average revenue per loan and lower expenses per loan are supporting our progress towards cash flow break-even. Operationally,
we are carefully managing expenses and believe we have built a platform that can scale significantly without meaningful incremental costs.”
“We are now positioned at the intersection of
three large and growing markets: digital mortgage origination, AI-driven financial infrastructure, and fractionalized real estate ownership,”
continued Liuzza. “We are driving improvements in originations, closings, and revenue per loan, while simultaneously improving efficiency,
scaling the business with modest increases in headcount to position us for future profitability. We have a clear and increasingly diversified
pathway to achieving a $100 million run rate over the next couple of years.”
Liuzza concluded, “Our recently launched BeelineEquity
offering, a differentiated solution to tap into the $4 trillion in illiquid home equity, creates an additional, fee-based product tied
to home equity. Along with continued momentum in our core lending platform, this gives us greater confidence in our growth and margin
trajectory as we move through the year.”
Conference Call
Beeline will host a conference call to discuss its
fourth quarter 2025 results on Monday, March 30, 2026 at 5 p.m. ET.
The call will be led by Nick Liuzza, Chief Executive
Officer, Jess Kennedy, Chief Operating Officer and Chris Moe, Chief Financial Officer.
Participants may join via webcast or by phone using the details below:
| ● | U.S. Dial In (toll free): 877-317-6789 |
| ● | International Dial In: 412-317-6789 |
| ● | Webcast:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=diNswjk3 |
1 Excluding
non-cash stock-based compensation is a non-GAAP financial measure. See reconciliation below.
Use of Non-GAAP Measures
This press release includes both financial measures
in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial
measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts
that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. Non-GAAP
financial measures should be viewed as supplemental and should not be considered as alternatives to net income (loss), operating income
(loss), and cash flow from operating activities, liquidity or any other financial measures. They may not be indicative of the historical
operating results of Beeline nor are they intended to be predictive of potential future results. Investors should not consider non-GAAP
financial measures in isolation or as substitutes for performance measures calculated in accordance with GAAP.
Our management uses and relies on Adjusted
EBITDA, a non-GAAP financial measure, to evaluate and assess our core operating results from period-to-period after removing the impact
of items that affect comparability. Our management recognizes that the non-GAAP financial measure has inherent limitations because of
the excluded items described below. We also review our operating metrics without including stock-based compensation, which is another
non-GAAP financial measure.
We have included a reconciliation of our non-GAAP
financial measure to the most comparable GAAP financial measure. We believe that providing the non-GAAP financial measure, together with
the reconciliation to GAAP, helps investors make comparisons between Beeline and other companies. In making any comparisons to other companies,
investors need to be aware that companies use different non-GAAP measures to evaluate their financial performance. Investors should pay
close attention to the specific definition being used and to the reconciliation between such measure and the corresponding GAAP measure
provided by each.
The Company defines Adjusted EBITDA as earnings before
interest, taxes, depreciation and amortization, stock-based compensation, and other one-time items.
The following table presents a reconciliation of net loss to Adjusted EBITDA
(unaudited):
| (Dollars in thousands) | |
Three Months Ended December 31, | |
| | |
2025 | | |
2024 | |
| Net loss | |
$ | (8,352 | ) | |
$ | (9,059 | ) |
| Interest expense | |
| (79 | ) | |
| 1,271 | |
| Depreciation and amortization | |
| 829 | | |
| 758 | |
| Stock-based compensation expense | |
| 4,240 | | |
| 233 | |
| Gain on extinguishment of debt | |
| - | | |
| (591 | ) |
| Gain on troubled debt restructuring | |
| - | | |
| (4,483 | ) |
| Net income (loss) from discontinued operations | |
| (4 | ) | |
| 8,690 | |
| Adjusted EBITDA | |
$ | (3,366 | ) | |
$ | (3,181 | ) |
The following table presents a reconciliation of total
operating expenses excluding non-cash stock-based compensation (unaudited):
| | |
Three Months Ended December 31, | |
| (Dollars in thousands) | |
2025 | | |
2024 | |
| Total operating expenses | |
$ | 10,554 | | |
$ | 5,195 | |
| Stock-based compensation expense | |
| (4,240 | ) | |
| (233 | ) |
| Total operating expenses excluding stock-based compensation | |
$ | 6,314 | | |
$ | 4,962 | |
About Beeline Holdings, Inc.
Beeline is a next-generation mortgage and home equity
service company simplifying the path to homeownership and liquidity. By combining blockchain technology, automation, and a customer-first
digital experience, Beeline makes financing a home — or unlocking its value — faster, fairer, and more transparent.
For more, visit www.makeabeeline.com.
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 plans and expectations
with respect to our forecasted revenues, operations, technology, growth prospects, decreases in our cash burn, growth prospects for the
Company’s BeelineEquity product and trends in loan economics generally. Forward-looking statements are prefaced by words such as
“anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,”
“would,” “intend,” “seem,” “potential,” “appear,” “continue,”
“future,” believe,” “estimate,” “forecast,” “project,” and similar words. Forward-looking
statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because
forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are
difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements. Our actual results may differ
materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility
that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, our ability to continue
as a going concern and the sufficiency of our existing cash and cash equivalents to meet our working capital and capital expenditure needs
over the next 12 months; the potential impact from the conflict with Iran including inflation and the risk of higher interest rates; the
risks of a recession in the U.S. arising from tariffs and related litigation; our reliance on certain third parties, our ability to protect,
maintain and improve upon our technology infrastructure and the risk that software and technology infrastructure on which we depend fail
to perform as designed or intended; risks inherent in the regulatory and competitive industry in which we operate; changes in the political
and regulatory environment and in business and economic conditions in the United States and in the real estate and mortgage lending industry;
geopolitical conflicts and wars in Ukraine, Latin America and the Middle East; our ability to develop and maintain our brand cost-effectively,
and the Risk Factors contained in the Company’s Prospectus Supplement dated March 10, 2026 and Form 10-K we expect to file on March
31, 2026. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. Factors or events
that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake
no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise,
except as may be required by law.
Investor Contact:
investors@makeabeeline.com
Media Contact:
press@makeabeeline.com
