8-K
Beeline Holdings, Inc. (BLNE)
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 18, 2026
BEELINE
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38182 | 20-3937596 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
188Valley 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<br> of Each Class) | (Trading<br> Symbol) | (Name<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
Item3.02 Unregistered Sales of Equity Securities.
On March 18, 2026, Beeline Holdings, Inc. (the “Company”) entered into an agreement with the holder of the outstanding shares of the Company’s Series A Convertible Redeemable Preferred Stock (the “Series A”) pursuant to which the holder exchanged its remaining 4,425,102 shares of Series A for 983,356 shares of the Company’s common stock, determined by dividing the stated value of the Series A by $2.25. As a result of this exchange, there are no longer any shares of Series A outstanding. Under the original terms, had the Series A been converted at $1.75 per share, the Company would have had to issue an additional 280,959 shares.
On March 20, 2026, the Company filed a certificate of withdrawal of the designation of the Series A with the Nevada Secretary of State.
The exchange described above was exempt from registration under the Securities Act of 1933 pursuant to Section 3(a)(9) thereof.
Item9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
|---|---|
| Exhibit<br><br> <br>No. | Description |
| --- | --- |
| 104 | Cover<br> 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 20, 2026
| BEELINE HOLDINGS, INC. | |
|---|---|
| By: | /s/ Nicholas R. Liuzza, Jr. |
| Nicholas<br> R. Liuzza, Jr. | |
| Chief<br> Executive Officer |