Under what exemption were BLNH’s August 2026 share issuances made?

The company relied on Section 4(a)(2) of the Securities Act of 1933 . The shares were sold privately to sophisticated investors , without general solicitation, for their own accounts, and the certificates will carry a restricted legend limiting resale.

Blue Line Holdings (BLNH) extends $50,000 loans to 2027

Q: What new financing did BLNH obtain on August 5, 2026?

Blue Line Holdings obtained a new $15,000 loan on August 5, 2026. The company plans to use the proceeds for general working capital , will issue 35,000 common shares in connection with the loan, and must repay it in full by February 28, 2027.

Q: How many shares will BLNH issue under the new and amended loan agreements?

In total, Blue Line Holdings will issue 55,000 common shares : 35,000 shares tied to the new $15,000 loan and 20,000 shares under the amending loan agreements related to $50,000 of existing principal, all in private placements.

Q: What changes were made to BLNH’s existing $50,000 loans?

Existing loans with total principal of $50,000 had their due dates extended from June 30, 2026 to February 28, 2027 . Under the amending agreements, Blue Line Holdings will also issue 20,000 common shares to the lenders in connection with these extensions.

Q: Did Blue Line Holdings pay any commissions for the share issuances?

No. The company states that no commission or other form of remuneration was given to any person in connection with the issuance of these shares, indicating that the lenders received only the securities and loan terms described.

Q: What resale restrictions apply to the new BLNH shares?

The new shares will bear a restricted legend stating they cannot be sold unless under an effective registration statement or a valid exemption from registration. This limits immediate public resale by the sophisticated investors who acquired the shares.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Blue Line Holdings, Inc. entered into a new loan agreement on August 5, 2026 for $15,000 in proceeds, to be used for general working capital. In connection with this financing, the company will issue 35,000 common shares and repay the loan in full by February 28, 2027.

On the same date, the company executed amending loan agreements covering existing loans with total principal of $50,000, extending their due dates from June 30, 2026 to February 28, 2027 and providing for an additional 20,000 common shares. The shares were issued in private placements under Section 4(a)(2) of the Securities Act to sophisticated investors, with restricted legends, no general solicitation, and no commissions or other remuneration paid.

Filing Explained

The agreements commit share issuance that can reduce existing ownership percentages; March 31 cash equaled 86.1 days of last reported quarterly operating cash use.

On August 5, 2026, Blue Line Holdings entered loan agreements that require 35,000 common shares under the new loan and 20,000 under amendments to existing loans; the filing describes the share issuance as forthcoming while stating that the shares were acquired.

Those agreements therefore create a disclosed share-issuance obligation, and issuing additional shares reduces an existing holder’s percentage ownership absent offsetting changes.

The latest reported cash position provides historical context for the working-capital financing: as of March 31, 2026, the company reported $7,682 of cash and equivalents and $8,031 of operating cash outflow; that cash balance equals 86.1 days of the last reported quarterly operating cash use.

Sources and calculations

Blue Line Holdings Form 8-K (2026-08-05)
Dilution definition (undated)
Blue Line Holdings 2026Q3 fundamentals (2026Q3)

Cash and equivalents vs quarterly operating cash outflow, in days of cash use $7,682 / ($8,031 / 90) = [object Object]

8-K Event Classification

3 items: 2.03, 3.02, 9.01

3 items

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

New loan proceeds: $15,000 Shares for new loan: 35,000 common shares Principal of amended loans: $50,000 +3 more

6 metrics

New loan proceeds $15,000 Loan agreement entered into on August 5, 2026 for working capital

Shares for new loan 35,000 common shares Shares to be issued under the August 5, 2026 loan agreement

Principal of amended loans $50,000 Existing loans whose maturities were extended to February 28, 2027

Shares for amended loans 20,000 common shares Additional shares to be issued under the amending loan agreements

New maturity date February 28, 2027 Repayment date for the new loan and the extended existing loans

Previous maturity date June 30, 2026 Original due date for the existing loans before amendment

Key Terms

Section 4(a)(2) of the Securities Act of 1933, general working capital, restricted legend, emerging growth company

4 terms

Section 4(a)(2) of the Securities Act of 1933 regulatory

"The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933"

general working capital financial

"loan agreement for total proceeds of $15,000, which will be utilized for general working capital"

restricted legend regulatory

"The certificates representing these shares will bear a restricted legend which provides they cannot be sold"

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Available on EDGAR 08/06/2026 - 09:28 AM Accepted by SEC EDGAR 08/06/2026 - 09:28 AM

FAQ

What new financing did BLNH obtain on August 5, 2026?

Blue Line Holdings obtained a new $15,000 loan on August 5, 2026. The company plans to use the proceeds for general working capital, will issue 35,000 common shares in connection with the loan, and must repay it in full by February 28, 2027.

How many shares will BLNH issue under the new and amended loan agreements?

In total, Blue Line Holdings will issue 55,000 common shares: 35,000 shares tied to the new $15,000 loan and 20,000 shares under the amending loan agreements related to $50,000 of existing principal, all in private placements.

What changes were made to BLNH’s existing $50,000 loans?

Existing loans with total principal of $50,000 had their due dates extended from June 30, 2026 to February 28, 2027. Under the amending agreements, Blue Line Holdings will also issue 20,000 common shares to the lenders in connection with these extensions.

What resale restrictions apply to the new BLNH shares?

The new shares will bear a restricted legend stating they cannot be sold unless under an effective registration statement or a valid exemption from registration. This limits immediate public resale by the sophisticated investors who acquired the shares.

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 5, 2026

BLUE LINE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Colorado	000-56801	99-3114735
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File No.)	Identification No.)

18 Lakewood Blvd.

Lynbrook, NY 11563

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (516) 776-3349

(Former name or former address if changed since last report)

Check 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 (see General Instruction A.2. below)

☐	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-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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. ☐

-2-

ITEM 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On August 5, 2026, the Company entered into a loan agreement for total proceeds of $15,000, which will be utilized for general working capital. Under the terms of the loan agreement, the Company will issue a total of 35,000 common shares and repay the loan in full by February 28, 2027.

On August 5, 2026, the Company entered into amending loan agreements for existing loans with total principal of $50,000, that extended the due dates of the loans from June 30, 2026 to February 28, 2027. Under the terms of the amending loan agreements, the Company will issue a total of 20,000 common shares.

ITEM 3.02.

Unregistered Sales of Equity Securities.

See Item 2.03 of this report.

The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 with respect to the issuance of these shares. The persons who acquired these shares were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these shares acquired them for their own accounts. The certificates representing these shares will bear a restricted legend which provides they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the issuance of these shares.

ITEM 9.01

Financial Statements and Exhibits

Exh. No.		Description

10.3		Loan Agreement with Michael McGrath
10.4		Amending Loan Agreement with Kilkeel Capital Corp.
10.5		Amending Loan Agreement with Rain Communications Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-3-

SIGNATURES

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 6, 2026
	BLUE LINE HOLDINGS, INC.

	By:	/s/ Joseph C. Henn
		Joseph C. Henn, Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents