Beeline Holdings, Inc. 8-K Filings

Beeline Holdings, Inc. (BLNE) expects preliminary Q3 2026 revenue to be its second-highest quarterly total and highest since 2021, with margins at a company record. It expects a lower net loss than Q2 2026, its lowest adjusted EBITDA loss in five years, and quarter-end cash at least 50% above Q2’s ending balance. The company linked its expected results to its April shift toward Non-QM lending, including DSCR and Bank Statement loans. These forecasts are subject to quarter-end close, auditor review and resulting adjustments.

Beeline also announced a pending launch of a Home Equity Investment (HEI) product, describing the category as less directly tied to mortgage rates.

Beeline Holdings, Inc. (BLNE) announced that its “Bizumentary,” produced in partnership with Emmy Award-winning Loft 100 Studios, will premiere September 24, 2026, at 9 p.m. ET / 6 p.m. PT. The production highlights Beeline’s mortgage solutions for self-employed borrowers and property investors.

The program is scheduled to air on BizTV, YouToo America, YTA TV and American Forces Network, and will be available after its premiere on podcast services and YouTube. Beeline says it is scheduled to air weekly after the premiere, with potential for broader network distribution as it gains exposure.

Beeline Holdings, Inc. (BLNE) announced a new Rate Optimization Program that offers a $3,000 lender credit on qualifying Bank Statement purchase and refinance mortgages of $250,000 or more that are locked by October 31, 2026. The credit can be applied to closing costs, rate buydowns or future payments, subject to loan terms.

The company shifted in May 2026 toward higher-margin Non-Qualified Mortgage products, primarily Bank Statement and Debt Service Coverage Ratio loans, which it states have improved loan economics and revenue growth. Beeline reported Q2 2026 revenue of $2.6 million, up 57% year over year, with operating margins improving from the prior quarter, and recorded its highest monthly margins to date in July and August. It states that the third quarter of 2026 is shaping up to be among its strongest revenue quarters since inception, supported by Non-QM growth and technology, including artificial intelligence from its MagicBlocks acquisition, to identify prospects and increase conversion.

Beeline Holdings, Inc. (BLNE) reported a new media collaboration with Emmy Award-winning Loft 100 Studios to produce a documentary-style “Bizumentary” on the mortgage and housing market. The program will explore affordability, interest rates, housing inventory and innovative approaches to mortgage lending and home equity.

The first 45-minute installment is expected to receive national distribution starting the week of September 21 through BizTV, American Life Network and American Forces Network, with a potential combined reach of about 90 million viewers. The disclosure is made under Regulation FD, and the related press release is furnished, not filed, as an exhibit.

Beeline Holdings, Inc. (BLNE) held its 2026 Annual Meeting of Stockholders on August 17, 2026. Stockholders elected five directors—Nicholas R. Liuzza, Jr., Joseph Caltabiano, Joseph Freedman, Francis Knuettel, II and Stephen Romano—with approximately 8.7–8.9 million votes cast for each nominee and over 10.0 million broker non-votes.

Stockholders ratified Salberg & Company, P.A. as independent registered public accounting firm for the year ending December 31, 2026, with 18,607,619 votes for, 440,140 against and 8,226 abstentions. They also approved potential future amendments to the Company’s Equity Line of Credit, including pricing changes, while keeping the maximum total dollar amount of sales at $20 million. Because Proposals 1–3 were approved, the adjournment proposal was moot.

Beeline Holdings reported Q2 2026 net revenue of $2.6 million, up 57% year-over-year, reflecting growth from its technology-driven mortgage and fractional equity platform. The company recorded a net loss of $4.0 million, an improvement from $5.3 million in Q1 2026, and an Adjusted EBITDA loss of $2.6 million, narrower than $3.0 million in Q1.

Non-cash expenses were $2.3 million, leading to an estimated $1.7 million cash deficit for the quarter. Beeline ended Q2 with $1.5 million in cash, $50.5 million in shareholders’ equity and no corporate debt. CEO Nick Liuzza invested $500,000 via a convertible note that converts at the higher of $1.50 per share or a five-day VWAP. The company signed a non-binding Letter of Intent for an all-stock acquisition of TYTL Holdings, aiming to combine mortgage lending with a blockchain-enabled residential equity and digital securities platform, subject to due diligence, definitive agreements, approvals and other conditions.

Beeline Holdings, Inc. reported that Chief Executive Officer Nicholas Liuzza has invested an additional $500,000 in the company through a Board-approved convertible note. The note will automatically convert into 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, meaning the conversion is not set at a discount to recent market prices.

Liuzza states that this investment reflects confidence in Beeline’s strategy, recent operating progress and long-term vision, citing growing revenue, improving margins, reduced expenses, and a focus on higher-margin products, including Non-QM offerings. He also highlights the proposed TYTL combination and the BeelineEquity fractional equity platform as key elements of a broader strategy intended to diversify revenue beyond interest-rate-sensitive products. The press release notes that the proposed TYTL transaction remains subject to due diligence, definitive agreements, a fairness opinion, valuation analyses, shareholder approval and other customary conditions, and may not be completed.

Beeline Holdings, Inc. entered into a short-term financing on July 31, 2026 by issuing a promissory note with $350,000 principal to WVP Emerging Manager Onshore Fund LLC - C/M Capital Series for a purchase price of $300,000, reflecting a $50,000 original issue discount. The note bears interest at 9% per annum and matures in 60 days, with acceleration possible upon certain enumerated events of default.

The company may prepay the note at any time and agreed to use 30% of net proceeds from any capital raising transactions exceeding $3 million to prepay the note until it is repaid in full. This transaction constitutes a direct financial obligation of Beeline Holdings.

Beeline Holdings, Inc. entered into a non-binding Letter of Intent to merge with TYTL in an all-stock business combination. The LOI includes customary exclusivity, confidentiality and due diligence provisions and potential termination fees of $150,000 or, in certain cases, up to $500,000. Current expectations contemplate Beeline stockholders owning about 60% of the combined company and TYTL equity holders 40%, subject to valuation work and a fairness opinion. Because Beeline’s principal shareholder and CEO is also a principal shareholder of TYTL, a Special Committee of Beeline’s board has sole authority over merger decisions.

The proposed transaction would combine Beeline’s AI-powered mortgage origination, Non-QM lending, title and settlement platform with TYTL’s blockchain-based residential equity infrastructure. Management notes approximately $17 trillion of U.S. home equity and estimates an initial addressable market of about $1 trillion for TYTL’s no-debt home equity product. TYTL’s residential equity portfolio is valued roughly 26% above its aggregate acquisition cost, and management believes the combined platform could reach cash-flow positive operations at around $6 million in monthly transaction volume. The combination remains subject to definitive agreements, multiple approvals and closing conditions, and may not be completed.

Beeline Holdings, Inc. is planning a stakeholder update call to discuss its second quarter 2026 financial results on August 13, 2026 at 5:00 PM ET. The call will be led by Chief Executive Officer Nick Liuzza and Chief Financial Officer Chris Moe, who will review performance and provide updates on ongoing initiatives.

Access will be available via a listen-only webcast and both U.S. toll-free and international dial-in numbers. The related July 14, 2026 press release and call details are being furnished under Regulation FD, rather than filed, and are not automatically incorporated into other securities law reports.

Beeline Holdings, Inc. reported that its subsidiary Beeline Financial Holdings, Inc. entered into a Securities Exchange Agreement to acquire all remaining shares of MagicBlocks, Inc., making MagicBlocks a wholly owned subsidiary. Before closing, Beeline already owned 47.6% of MagicBlocks.

As part of the exchange, the company issued 211,679 shares of common stock to holders of certain MagicBlocks Simple Agreements for Future Equity, satisfying approximately $476,277 of principal. CEO Nicholas R. Liuzza, Jr. held $70,000 of these SAFEs and received 31,111 shares at $2.25 per share, on the same terms as other holders. A special board committee of disinterested directors approved the deal.

Separately, between May 27 and June 26, 2026, Beeline sold 1,370,131 shares of common stock under an equity line agreement with C/M Capital Master Fund LP for total gross proceeds of $1,575,098.23 in transactions relying on private offering exemptions.

Beeline Holdings, Inc. completed the acquisition of MagicBlocks, the AI company that powers Bob, its proprietary chatbot and core automation across mortgage and title operations. Beeline already owned about 48% of MagicBlocks and issued 209,456 shares of common stock at $2.25 per share, representing approximately $471,276 in consideration, to acquire the remaining interest.

The transaction, valued at about $1 million by an independent third-party fairness opinion, brings MagicBlocks’ AI infrastructure fully in-house and was reviewed and approved by a special committee of the board as a related party investment. Beeline highlights that Bob’s use of MagicBlocks’ technology has driven an 8% increase in lead-to-lock conversions, and expects broader AI deployment to support cost reductions, faster workflows, and a more consistent borrower experience across mortgage origination, title services, home equity products, and digital real estate transactions.

Beeline Holdings, Inc. reported that director Eric Finnsson has decided to resign from its Board of Directors, effective June 30, 2026. The company states that his resignation is not due to any disagreement regarding operations, policies, or practices.

Prior to this change, the Board had six directors, including Mr. Finnsson, who joined from the Eastside Board after the October 2024 merger to support integration. After his resignation becomes effective, the Board will consist of five directors.

Beeline Holdings, Inc. has entered into a non-binding Letter of Intent to acquire 100% of MagicBlocks, an AI-driven real estate technology company, in an all-stock transaction valued at approximately $1 million, subject to a definitive agreement and required approvals.

Beeline already owns about 47.6% of MagicBlocks, whose platform powers Beeline’s chatbot Bob and has driven an 8% increase in lead-to-lock conversions on Beeline’s website at no incremental cost. MagicBlocks would become a wholly owned subsidiary, with its leadership and development teams expected to join Beeline.

The acquisition is expected to expand Beeline’s AI capabilities and support its blockchain and digital asset initiatives, including BeelineEquity, a tokenized home equity product in partnership with TYTL. Closing is expected in June, contingent on a definitive agreement, approvals by a special board committee, SAFE noteholders and founder employment agreements.

Beeline Holdings, Inc. reported that on May 15, 2026 its Board of Directors formed a special committee of independent, disinterested directors to evaluate and explore strategic opportunities for the company. These opportunities include a potential strategic transaction with TTYL, a privately held company.

TTYL operates a blockchain-enabled platform focused on tokenizing deed-recorded fractional equity interests in U.S. residential real estate as real-world assets. The committee was created because any deal with TTYL would be a related-party transaction: Nicholas R. Liuzza, Jr., Beeline’s founder, principal shareholder and Chief Executive Officer, also holds the same roles at TTYL.

The special committee has authority to review, evaluate, negotiate, approve or disapprove strategic opportunities, including any related-party transaction with TTYL, and to hire independent legal, financial and other advisors. The company states that no decision has been made to proceed with any transaction and there is no assurance any agreement or deal will be completed. Beeline also notes it does not commit to provide updates on the review or potential transactions except as required by law.

Beeline Holdings reported strong top-line momentum in the first quarter of 2026, with revenue more than doubling year-over-year and operating metrics improving. Net loss narrowed to $5.3 million from $6.9 million, helped by lower interest expense and better transaction-level economics.

Adjusted EBITDA loss improved to $(3.0) million from $(3.8) million as the company scaled volumes and increased revenue per transaction. Management highlighted the BeelineEquity fractional equity platform, which earns a 3.5% fee per transaction plus title revenue without balance sheet risk, and reiterated a target of a $100 million revenue run rate as it exits 2027.

Beeline Holdings, Inc. filed a current report noting that it issued a press release under Regulation FD. The press release announces a stakeholder update call to discuss results for the first quarter of 2026.

The call is scheduled for Thursday, May 14, 2026, at 5:00 PM ET and will be hosted by Chief Executive Officer Nick Liuzza and Chief Financial Officer Chris Moe. The company describes itself as a fully digital, AI-powered mortgage fintech platform focused on speeding and simplifying home loan access for primary residences and investment properties.

Beeline Holdings reported strong growth but continued losses for the fourth quarter of 2025. Net revenue reached $2.5 million, up 127% year-over-year and 8.3% sequentially, with mortgage origination volume of $84.7 million, a 44% increase from the prior year period.

The company highlighted better loan economics, with a 31% rise in average revenue per loan and an 18% drop in average cost per loan, and it ended 2025 with no corporate debt. Despite this, Beeline posted a Q4 2025 net loss of $8.4 million and negative Adjusted EBITDA of $3.4 million, though both improved versus Q4 2024.

Operating expenses rose to $10.6 million, driven largely by $4.2 million in non-cash stock-based compensation; excluding this, expenses increased more modestly. Management emphasized the launch of its BeelineEquity fractional equity platform and described a strategy to scale toward a $100 million revenue run rate over the next couple of years while progressing toward cash flow break-even.

Beeline Holdings, Inc. reported that on March 18, 2026 it entered into an agreement with the holder of its Series A Convertible Redeemable Preferred Stock to exchange the remaining 4,425,102 Series A shares for 983,356 shares of common stock, using a conversion price of $2.25 per share based on the Series A stated value. Under the original terms, conversion at $1.75 per share would have required issuing an additional 280,959 common shares. Following this transaction, no Series A shares remain outstanding, and on March 20, 2026 the company filed a certificate of withdrawal for the Series A designation in Nevada. The exchange was treated as an unregistered sale of equity securities exempt from registration under Section 3(a)(9) of the Securities Act.

Beeline Holdings, Inc. filed a current report highlighting the launch of its new Self-Service Mortgage Experience, a 24/7 digital pathway that lets eligible borrowers explore personalized conventional mortgage options and request rate locks without speaking to a loan officer.

The first phase of Self-Service went live on March 11, 2026 and currently applies to about half of Beeline’s conventional mortgage applicants. The AI-driven platform presents customized rate options, integrates a digital assistant named Bob for real-time help, and still offers on-demand access to Beeline Loan Guides, with future phases expected to expand self-service capabilities.

Beeline Holdings, Inc. entered a strategic partnership with TYTL Corp. to tokenize deed-recorded fractional equity interests in U.S. residential real estate under the BeelineEquity brand. The companies have already completed 11 initial transactions and launched a starter portfolio while building infrastructure to scale.

Beeline expects revenue from transaction facilitation fees plus title, escrow, closing and settlement services, and estimates about $41 million of cumulative revenue for every $1 billion of aggregate transaction value on the platform, based on internal modeling. TYTL targets a U.S. single-family market of roughly $110 trillion in property value and about $39 trillion of available homeowner equity.

TYTL’s model acquires deed-recorded fractional equity interests via a one-time closing, with no appraisal, no credit underwriting, and no future payment obligations for homeowners, and then mints 1:1 Solana-based tokens that are liquidated through Anchorage Digital Bank. Beeline’s core AI-enabled mortgage business reportedly achieved approximately 100% revenue growth in 2025 versus 2024, and the TYTL relationship is a related-party partnership involving Beeline’s principal shareholder and CEO.

Beeline Holdings, Inc. disclosed that related party TYTL Corp. has entered into a strategic partnership with Beeline and Anchorage Digital Bank to launch a blockchain-based fractional real estate equity platform. TYTL’s Solana-native tokenized deed structure targets U.S. homeowner equity by purchasing deed-recorded fractional interests instead of issuing debt.

Supported by Beeline, TYTL has already completed its first 11 fractional equity acquisitions in prime U.S. residential markets and closed a seed funding round led by Strobe Ventures with participation from Fifth Era. The disclosure is furnished under Regulation FD and includes TYTL’s March 11, 2026 press release.

Beeline Holdings, Inc. filed a prospectus supplement to register the offer and sale from time to time of up to $15,000,000 of common stock under an at the market offering agreement with Ladenburg Thalmann & Co., Inc. as sales agent.

The company previously sold approximately 5,907,698 shares of common stock for gross proceeds of about $8,260,077 under the same agreement. Ladenburg is entitled to a 3.0% commission on gross proceeds from any new sales, plus specified legal fee reimbursements. The shares are offered under an effective Form S-3 shelf registration.

Beeline Holdings, Inc. reported unregistered issuances of common stock tied to preferred stock conversions and warrant exercises. From January 28, 2026 through February 16, 2026, shareholders converted Series F, Series F-1 and Series G Convertible Preferred Stock into 94,476 shares of common stock.

On February 5, 2026 and February 12, 2026, four warrant holders exercised Series G Warrants and acquired an aggregate of 337,967 shares of common stock. These transactions were treated as exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) and Rule 506(b).

Beeline Holdings, Inc. furnished an update highlighting the appointment of mortgage industry veteran Barry Levenson as Executive Strategic Advisor to its digital mortgage platform. He will guide leadership on capital strategy, loan economics, product positioning and initiatives aimed at improving funding efficiency and long-term profitability.

The company has outlined a long-term objective of achieving a $100 million revenue run rate within 24 months, tying that goal to disciplined capital management, product expansion and a better cost of funds. Management notes that loan economics are improving, marketing investment is increasing to support origination growth, and prior growth investments had been moderated to reduce losses as conditions stabilized.

Beeline Holdings, Inc. filed a Form 8-K to furnish information under Regulation FD. On February 3, 2026, the company issued a press release, which is included as Exhibit 99.1 to this report. The exhibit is furnished rather than filed, so it is not subject to certain Exchange Act liabilities or automatically incorporated into other SEC filings.

Beeline Holdings, Inc. entered into a Letter Agreement with the holder of its Series A Convertible Redeemable Preferred Stock to amend the Series A certificate. The amendment lets the holder convert up to 2,000,000 additional Series A shares into common stock at a higher conversion price of $2.00 instead of $1.75 during the redemption period.

Following this change, the holder converted 2,000,000 Series A shares into 500,000 common shares on January 29, 2026. After that, 4,425,102 Series A shares remain outstanding, which are convertible into 1,264,315 common shares. The company plans to redeem these remaining Series A shares at $2.00 per underlying common share within the next 90 days. The holder also agreed not to sell common stock in amounts exceeding 5% of the reported daily trading volume on the Nasdaq Capital Market.

Beeline Holdings, Inc. filed a current report to note that it issued a press release on January 29, 2026, which is attached as Exhibit 99.1. The press release is furnished under Regulation FD, meaning it is provided for informational purposes and is not treated as filed for liability purposes under the Exchange Act.

Beeline Holdings, Inc. filed a current report to disclose that on January 15, 2026, it issued a letter to its shareholders, which is furnished as Exhibit 99.1. The disclosure is made under Regulation FD to provide broad, simultaneous access to the information.

The company states that the shareholder letter and related information are being furnished, not filed, so they are not subject to liability under Section 18 of the Exchange Act and are not incorporated by reference into other securities law filings. No financial results or major transactions are detailed in this report itself.

Beeline Holdings, Inc. filed a current report to furnish a company press release under Regulation FD. The report notes that a press release dated January 13, 2026 is attached as Exhibit 99.1 and is being provided for informational purposes. This information is explicitly described as "furnished" rather than "filed," meaning it is not subject to certain Exchange Act liabilities and is not automatically incorporated by reference into other securities filings.

Beeline Holdings, Inc. (BLNE) reported that on November 20, 2025 it filed a Certificate of Withdrawal in Nevada to terminate the designation of its Series E Convertible Preferred Stock, par value $0.0001 per share. At the time of the filing, there were no shares of Series E issued and outstanding, so this change is a corporate housekeeping step rather than a change affecting existing securities. The withdrawal became effective upon filing and removes all Series E-related rights and preferences from the company’s Articles of Incorporation.

Beeline Holdings, Inc. filed a current report on Form 8-K, stating that on November 17, 2025 it issued a press release. The press release is being furnished, not filed, under Item 7.01 Regulation FD Disclosure and is included as Exhibit 99.1 to the report.

The company clarifies that the furnished press release and Item 7.01 information are not subject to liability under Section 18 of the Exchange Act and are not incorporated by reference into other securities filings. The report is signed on behalf of Beeline Holdings, Inc. by Chief Executive Officer Nicholas R. Liuzza, Jr.

Beeline Holdings (BLNE) announced it redeemed all outstanding shares of its Series E Convertible Preferred Stock on November 12, 2025. The Company paid holders a total of $2 million under a previously disclosed agreement. This action removes the Company’s obligation to issue 800,000 shares of common stock that would have been issuable upon conversion. The move trades a known cash payment for eliminating a potential future issuance, simplifying the capital structure.

Beeline Holdings, Inc. completed a registered direct offering of 4,620,000 shares of common stock at $1.60 per share, raising $7,392,000 in gross proceeds. The company plans to use net proceeds for general corporate purposes and to redeem outstanding Series E Convertible Preferred Stock. The offering closed on November 12, 2025 under the company’s Form S-3 shelf, with a prospectus supplement filed the same day.

Ladenburg, Thalmann & Co. acted as placement agent, receiving an 8.0% cash fee, a 1.0% management fee, and warrants for 277,200 shares exercisable for five years at $2.48 per share, plus expense reimbursement. Beeline agreed to certain restrictions, including no variable rate financings for six months, 60-day limits on issuing or registering new securities, and 90-day lock-ups by directors and executive officers.

Beeline Holdings, Inc. furnished an 8‑K under Item 2.02 announcing financial results for the three and nine months ended September 30, 2025, via a press release attached as Exhibit 99.1. The company noted this information is furnished, not filed, under the Exchange Act unless expressly incorporated by reference.

Beeline Holdings, Inc. filed a current report to share that it issued a press release on October 30, 2025. The press release is furnished as Exhibit 99.1 under a Regulation FD disclosure item, meaning the company is providing broad, fair access to information it shared with the market.

The exhibit is expressly treated as “furnished” rather than “filed,” so it is not subject to certain liability provisions of the Exchange Act and is not automatically incorporated into other Securities Act or Exchange Act filings. The report is signed by Chief Executive Officer Nicholas R. Liuzza, Jr.

Beeline Holdings (BLNE) entered a letter agreement for the cash redemption of two investors’ Series E Preferred Stock, with payment to be made upon the effectiveness of a Form S-1 tied to its equity line of credit facility and no later than November 13, 2025.

If the SEC reviews or delays effectiveness, on November 13, 2025 each investor may either revert to the Series E and convert under its terms or take cash with the payment deadline extended to December 1, 2025. In that delay scenario, the company will pay a premium totaling $100,000 on November 13.

Beeline Holdings, Inc. filed a Form 8-K to furnish an investor communication. Under Item 7.01 Regulation FD Disclosure, the company attached a press release dated October 27, 2025 as Exhibit 99.1. The company clarifies this information is furnished, not filed, and is not incorporated by reference into other securities law filings.

Beeline Holdings, Inc. filed a current report to note that it issued a press release on October 24, 2025, which is furnished as Exhibit 99.1 under Regulation FD. The company specifies that this press release and the related disclosure are furnished, not filed, so they are not subject to certain Exchange Act liabilities and are not automatically incorporated into other securities law filings.

Beeline Holdings, Inc. filed a current report to disclose that on October 16, 2025, it issued a press release and shareholder communication that is furnished as Exhibit 99.1. The material is being provided under Regulation FD, meaning it is intended to share information with all investors at the same time.

The shareholder letter dated October 16, 2025 is classified as furnished, not filed, so it is not subject to certain Exchange Act liabilities and is not automatically incorporated into other securities law filings.

Beeline Holdings, Inc. filed a Form 8-K reporting equity-related disclosures and director/officer beneficial ownership figures. The filing lists multiple named individuals (including Nicholas R. Liuzza, Jr. as CEO) with reported share counts such as 5,916,224, 5,895,475, and 6,019,667, and a recurring aggregate figure of 6,020,654 shares shown for several filers. The filing also attaches three exhibits: a Form of Restricted Stock Agreement, a Form of Restricted Stock Unit Agreement, and a Form of Option Agreement. The document is executed by the CEO, indicating formal adoption or disclosure of the equity award documents.

Beeline Holdings, Inc. filed an update describing a new funding facility for its mortgage business. On October 6, 2025, subsidiary Beeline Loans, Inc. entered into a warehouse facility agreement with Customers Bank that provides a $5 million warehouse line of credit. This line will be used to fund mortgage loan originations before those loans are sold.

Beeline Loans already has a separate $5 million warehouse facility with First Funding. Loans financed under these warehouse lines usually stay outstanding for three to fourteen business days before sale, and the company indicates it has been turning its warehouse line about 2.5 times per month.

The company reports strong recent growth, with loan originations rising about 30% from the first to the second quarter of 2025 and about 34% from the second to the third quarter of 2025. With expectations for interest rate cuts and an improving housing market, Beeline plans to add another warehouse banking partner and increase its warehouse capacity in October 2025 to support further growth.

Beeline Holdings, Inc. is registering the offer and sale of up to $5,000,000 of its common stock through an at-the-market program under an existing agreement with Ladenburg Thalmann & Co. Inc., which acts as sales agent.

This new amount is in addition to prior sales of 5,540,043 shares of common stock for total gross proceeds of approximately $7,000,000 under the same agreement. Ladenburg will use commercially reasonable efforts to sell the shares and will receive a 3.0% commission on gross proceeds, plus reimbursement of specified legal and due diligence fees.