Beeline Holdings, Inc. SEC Filings

Beeline Holdings, Inc., a fintech mortgage and real estate platform, reported higher revenues but continued losses for the six months ended June 30, 2026. Total net revenues were $5.3 million, up from $2.9 million a year earlier, driven mainly by gain on sale of loans of $3.6 million, higher loan origination fees, and growing title and related-party fractional equity revenues.

The company remains unprofitable, recording a net loss from continuing operations of $9.3 million, compared with $10.7 million in the prior-year period, and negative operating cash flow of $1.5 million. Cash and restricted cash declined to $1.5 million with total assets of $62.9 million, while warehouse lines of credit and accrued interest totaled $10.4 million. Management states that recurring losses, negative cash flows and dependence on equity financing raise substantial doubt about Beeline’s ability to continue as a going concern.

Beeline completed a step-acquisition of the remaining 52.4% of MagicBlocks, the AI company powering its “Bob” agent, for a purchase price of about $0.6 million, and remeasured its prior stake, recognizing a gain. It also entered a non-binding letter of intent for an all-stock merger with related party TYTL Corp. and highlighted a strategic partnership with Structured Real Estate Group to embed its mortgage platform into SRG’s AI-driven real estate system.

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.

Caltabiano Joseph reported acquisition or exercise transactions in this Form 4 filing.

Beeline Holdings, Inc. director Joseph Caltabiano received a grant of 8,947 shares of restricted common stock on 2026-07-22 at a stated price of $0.0000 per share.

The award is fully vested, was approved by the board under the Amended and Restated 2025 Equity Incentive Plan, and increases his direct holdings to 147,931 shares.

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. director and Chief Executive Officer Nicholas Reyland Liuzza Jr. reported a series of bona fide gifts of the company’s Common Stock to his son. Across three transactions, he transferred a total of 33,093 shares at a reported price of $0.00 per share.

The gifts were 11,750 shares on September 15, 12,343 shares on September 19, and 9,000 shares on September 23. After these transfers, he held 4,163,155 shares directly and 256,809 shares indirectly, including shares held by a trust and by immediate family members deemed indirectly beneficially owned.