BLNH 8-K
Blue Line Holdings, Inc. (BLNH)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (date of earliest event reported):
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File No.) | Identification No.) |
(Address of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area code:
(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.
| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On December 15, 2025, the Company entered into two loan agreements for total proceeds of $50,000, which will be utilized for general working capital. Under the terms of the loan agreements, the Company will issue a total of 100,000 common shares and repay the loans in full by June 30, 2026.
| 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 individuals 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 individuals 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 Kilkeel Capital Corp. | |
| 10.4 | Loan Agreement with Rain Communications Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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: December 15, 2025 | ||
| BLUE LINE HOLDINGS, INC. | ||
| By: | /s/ Joseph C. Henn | |
| Joseph C. Henn, Chief Executive Officer | ||
| 3 |
Exhibit 10.3
LOAN AGREEMENT
THIS AGREEMENT, dated for reference December 15, 2025, is made
BETWEEN:
KILKEEL CAPITAL CORP., a company registered in the Province of Alberta
(the “Lender”);
AND:
BLUE LINE HOLDINGS INC., a company registered in the State of Colorado
(the “Borrower”)
WHEREAS the Borrower wishes to borrow and the Lender is willing to lend to the Borrower Twenty-Five Thousand United States Dollars (US $25,000) on the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
| 1. | DEFINITIONS |
Where used in this Agreement, the following words and phrases shall have the following meaning:
| (a) | “Agreement” means this Agreement and the schedules hereto, as at any time amended or modified and in effect; | |
| (b) | “Charter” means the Memorandum and Articles, the Articles and By-Laws or other constating documents of the Borrower, as at any time amended or modified and in effect; | |
| (c) | “Event of Default” means any event specified in subsection 7.1; | |
| (d) | “Lender’s Security” means the Note; | |
| (e) | “Loan” means the loan by the Lender to the Borrower established pursuant to subsection 3.1; and | |
| (f) | “Note” means the promissory note or notes made by the Borrower to the Lender as evidence of the Loan, attached hereto as Schedule “A”. |
| -2- |
| 2. | INTERPRETATION |
| 2.1 | Governing Law |
This Agreement is governed by the laws of the Province of British Columbia and the parties attorn to the non-exclusive jurisdiction of the courts of British Columbia for the resolution of all disputes under this Agreement.
| 2.2 | Severability |
If any one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.
| 2.3 | Parties in Interest |
This Agreement enures to the benefit of and is binding on the parties hereto and their respective successors and permitted assigns.
| 2.4 | Headings and Marginal References |
The division of this Agreement into sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
| 2.5 | Currency |
All statements of, or references to, dollar amounts in this Agreement means lawful currency of the United States.
| 3. | THE LOAN |
| 3.1 | Establishment of the Loan |
The Lender agrees, on the terms and conditions set forth in this Agreement, to lend Twenty-Five Thousand Dollars ($25,000).
| 3.2 | Drawdown of Loan |
The Lender will advance up to $25,000 to the Borrower in tranches as may be required by the Borrower.
| 3.3 | Evidence of Indebtedness |
Indebtedness of the Borrower to the Lender in respect of the Loan will be evidenced by the Note, which will be made by the Borrower to the Lender at the time funds are advanced.
| -3- |
| 3.4 | Term of Loan |
The term of the Loan will end June 30, 2026.
| 3.5 | Repayment of Loan |
The Borrower will repay the loan on or before June 30, 2026.
The Borrower will issue to the Lender 50,000 of its common shares (the “Bonus Shares”) on signing of this Loan Agreement.
The Bonus Shares have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the U.S. or to U.S. Persons unless registered or an exemption is available.
| 3.6 | Prepayment of Loan |
The Borrower may prepay the Loan and Interest at any time without penalty or charges.
| 4. | SECURITY FOR THE LOAN |
| 4.1 | Costs, Charges and Expenses |
The Borrower will assume and pay all costs, charges and expenses, including reasonable solicitors’ costs, charges and expenses on a special costs basis, which may be incurred by the Lender in respect of this Agreement or the Lender’s Security or which may be incurred by the Lender in respect of any proceedings taken or things done by the Lender in connection therewith to collect, protect, realize or enforce the Lender’s Security and the Borrower consents to such costs, charges and expenses being charged and fixed on a lump sum basis in accordance with the Legal Profession Act (British Columbia).
| 5. | REPRESENTATIONS AND WARRANTIES |
| 5.1 | Representations and Warranties |
The Borrower represents and warrants to the Lender that:
| (a) | the Borrower is an Alberta corporation duly incorporated, validly existing and in good standing in the Province of Alberta; | |
| (b) | the Borrower has all requisite corporate power and authority to enter into this Agreement and to grant the Lender’s Security and to carry out the obligations contemplated herein and therein; | |
| (c) | this Agreement and the Lender’s Security have been duly and validly authorized, executed and delivered by the Borrower and are valid obligations of it; and | |
| (d) | no Event of Default and no event which, with the giving of notice or lapse of time would become an Event of Default, has occurred or is continuing. |
| -4- |
| 5.2 | Survival of Representations and Warranties |
All representations and warranties made herein will survive the delivery of this Agreement to the Lender and no investigation at any time made by or on behalf of the Lender shall diminish in any respect whatsoever its rights to rely on those representations and warranties. All statements contained in any certificate or other instrument delivered by or on behalf of the Borrower under or pursuant to this Agreement will constitute representations and warranties made by the Borrower thereunder.
| 6. | COVENANTS OF THE BORROWER |
The Borrower covenants and agrees with the Lender that, at all times during the currency of this Agreement, it will:
| (a) | pay the Loan, Bonus Shares and all other monies required to be paid to the Lender pursuant to this Agreement in the manner set forth herein; | |
| (b) | duly observe and perform each and every of its covenants and agreements set forth in this Agreement and the Lender’s Security; | |
| (c) | provide the Lender with immediate notice of any Event of Default; and | |
| (d) | do all things necessary to obtain and maintain the Lender’s Security in good standing and make payment of all fees and charges in respect thereto. |
| 7. | EVENT OF DEFAULT |
| 7.1 | Definition of Event of Default |
The Loan, and Bonus Shares, together with all other costs and any other money owing to the Lender under this Agreement will immediately become payable upon demand by the Lender or, unless otherwise waived in writing by the Lender, in any of the following events:
| (a) | if the Borrower defaults in any payment when due under this Agreement; | |
| (b) | if the Borrower commits any default under any of the Lender’s Security instruments; | |
| (c) | if the Borrower defaults in observing or performing any other covenant or agreement of this Agreement on its part to be observed or performed and such default has continued for a period of seven days after notice in writing has been given by the Lender to the Borrower specifying the default. |
| -5- |
| 8. | GENERAL |
| 8.1 | Waiver or Modification |
No failure on the part of the Lender in exercising any power or right hereunder will operate as a waiver of power or right nor will any single or partial exercise of such right or power preclude any other right or power hereunder. No amendment, modification or waiver of any condition of this Agreement or consent to any departure by the Borrower therefrom will be effective unless it is in writing signed by the Lender. No notice to or demand on the Borrower will entitle the Borrower to any other further notice or demand in similar or other circumstances unless specifically provided for in this Agreement.
| 8.2 | Time |
Time is of the essence of this Agreement.
| 8.3 | Further Assurances |
The parties to this Agreement will do, execute and deliver or will cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement.
| 8.4 | Assignment |
The Borrower may not assign this Agreement and its interest herein or any part hereof without the prior written consent of the Lender.
| 9. | NOTICES |
9.1 Any notice under this Agreement will be given in writing and may be sent by email or courier.
9.2 If notice is sent by email or is delivered, it will be deemed to have been given at the time of transmission or delivery.
9.3 If notice is courier, it will be deemed to have been received 48 hours following the date of mailing of the notice.
| 10. | AMENDMENTS |
This Agreement may be amended waived discharged or terminated only by instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.
| -6- |
IN WITNESS WHEREOF the Lender and the Borrower have executed and delivered this Agreement.
| KILKEEL CAPITAL CORP. | ||
| By: | /s/ Patrick McGrath | |
| Authorized Signatory | ||
| BLUE LINE HOLDINGS INC. | ||
| By: | /s/ Joseph C. Henn | |
| Authorized Signatory | ||
SCHEDULE “A”
to the Loan Agreement dated for reference December 15, 2025
between KILKEEL CAPITAL CORP. and BLUE LINE HOLDINGS INC.
PROMISSORY NOTE
| Principal Amount: US $25,000 | December 15, 2025 at Lynbrook, NY |
For value received, BLUE LINE HOLDINGS INC. (the “Borrower”) hereby promises to pay to KILKEEL CAPITAL CORP. (the “Lender”) the principal sum of Twenty-Five Thousand United States dollars (US $25,000) on the earlier of:
(i) June 30, 2026:
(ii) the occurrence of an Event of Default (as defined in the Loan Agreement between the Borrower and the Lender dated for reference December 15, 2025),
All payments under this promissory note will be made by electronic funds transfer or wire transfer (pursuant to wire transfer instructions provided by the Lender from time to time) and delivered to the Lender. All payments made by the Borrower will be applied first to interest, and any other costs or charges owed to the Lender, then to principal.
The undersigned is entitled to prepay this promissory note, in whole or in part, without notice or penalty. The undersigned waives demand and presentment for payment, notice of non-payment, protest, notice of protest and notice of dishonour. This promissory note will be governed by and construed in accordance with the laws of British Columbia.
| BLUE LINE HOLDINGS INC. | ||
| Per: | ||
| Authorized Signatory | ||
Exhibit 10.4
LOAN AGREEMENT
THIS AGREEMENT, dated for reference December 15, 2025, is made
BETWEEN:
RAIN COMMUNICATIONS CORP., a company registered in the Province of British Columbia
(the “Lender”);
AND:
BLUE LINE HOLDINGS INC., a company registered in the State of Colorado
(the “Borrower”)
WHEREAS the Borrower wishes to borrow and the Lender is willing to lend to the Borrower Twenty-Five Thousand United States Dollars (US $25,000) on the terms of this Agreement.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
| 1. | DEFINITIONS |
Where used in this Agreement, the following words and phrases shall have the following meaning:
| (a) | “Agreement” means this Agreement and the schedules hereto, as at any time amended or modified and in effect; | |
| (b) | “Charter” means the Memorandum and Articles, the Articles and By-Laws or other constating documents of the Borrower, as at any time amended or modified and in effect; | |
| (c) | “Event of Default” means any event specified in subsection 7.1; | |
| (d) | “Lender’s Security” means the Note; | |
| (e) | “Loan” means the loan by the Lender to the Borrower established pursuant to subsection 3.1; and | |
| (f) | “Note” means the promissory note or notes made by the Borrower to the Lender as evidence of the Loan, attached hereto as Schedule “A”. |
| -2- |
| 2. | INTERPRETATION |
| 2.1 | Governing Law |
This Agreement is governed by the laws of the Province of British Columbia and the parties attorn to the non-exclusive jurisdiction of the courts of British Columbia for the resolution of all disputes under this Agreement.
| 2.2 | Severability |
If any one or more of the provisions contained in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.
| 2.3 | Parties in Interest |
This Agreement enures to the benefit of and is binding on the parties hereto and their respective successors and permitted assigns.
| 2.4 | Headings and Marginal References |
The division of this Agreement into sections, subsections, paragraphs and subparagraphs and the insertion of headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement.
| 2.5 | Currency |
All statements of, or references to, dollar amounts in this Agreement means lawful currency of the United States.
| 3. | THE LOAN |
| 3.1 | Establishment of the Loan |
The Lender agrees, on the terms and conditions set forth in this Agreement, to lend Twenty-Five Thousand Dollars ($25,000).
| 3.2 | Drawdown of Loan |
The Lender will advance up to $25,000 to the Borrower in tranches as may be required by the Borrower.
| 3.3 | Evidence of Indebtedness |
Indebtedness of the Borrower to the Lender in respect of the Loan will be evidenced by the Note, which will be made by the Borrower to the Lender at the time funds are advanced.
| -3- |
| 3.4 | Term of Loan |
The term of the Loan will end June 30, 2026.
| 3.5 | Repayment of Loan |
The Borrower will repay the loan on or before June 30, 2026.
The Borrower will issue to the Lender 50,000 of its common shares (the “Bonus Shares”) on signing of this Loan Agreement.
The Bonus Shares have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the U.S. or to U.S. Persons unless registered or an exemption is available.
| 3.6 | Prepayment of Loan |
The Borrower may prepay the Loan and Interest at any time without penalty or charges.
| 4. | SECURITY FOR THE LOAN |
| 4.1 | Costs, Charges and Expenses |
The Borrower will assume and pay all costs, charges and expenses, including reasonable solicitors’ costs, charges and expenses on a special costs basis, which may be incurred by the Lender in respect of this Agreement or the Lender’s Security or which may be incurred by the Lender in respect of any proceedings taken or things done by the Lender in connection therewith to collect, protect, realize or enforce the Lender’s Security and the Borrower consents to such costs, charges and expenses being charged and fixed on a lump sum basis in accordance with the Legal Profession Act (British Columbia).
| 5. | REPRESENTATIONS AND WARRANTIES |
| 5.1 | Representations and Warranties |
The Borrower represents and warrants to the Lender that:
| (a) | the Borrower is a British Columbia corporation duly incorporated, validly existing and in good standing in the Province of British Columbia; | |
| (b) | the Borrower has all requisite corporate power and authority to enter into this Agreement and to grant the Lender’s Security and to carry out the obligations contemplated herein and therein; | |
| (c) | this Agreement and the Lender’s Security have been duly and validly authorized, executed and delivered by the Borrower and are valid obligations of it; and | |
| (d) | no Event of Default and no event which, with the giving of notice or lapse of time would become an Event of Default, has occurred or is continuing. |
| -4- |
| 5.2 | Survival of Representations and Warranties |
All representations and warranties made herein will survive the delivery of this Agreement to the Lender and no investigation at any time made by or on behalf of the Lender shall diminish in any respect whatsoever its rights to rely on those representations and warranties. All statements contained in any certificate or other instrument delivered by or on behalf of the Borrower under or pursuant to this Agreement will constitute representations and warranties made by the Borrower thereunder.
| 6. | COVENANTS OF THE BORROWER |
The Borrower covenants and agrees with the Lender that, at all times during the currency of this Agreement, it will:
| (a) | pay the Loan, Bonus Shares and all other monies required to be paid to the Lender pursuant to this Agreement in the manner set forth herein; | |
| (b) | duly observe and perform each and every of its covenants and agreements set forth in this Agreement and the Lender’s Security; | |
| (c) | provide the Lender with immediate notice of any Event of Default; and | |
| (d) | do all things necessary to obtain and maintain the Lender’s Security in good standing and make payment of all fees and charges in respect thereto. |
| 7. | EVENT OF DEFAULT |
| 7.1 | Definition of Event of Default |
The Loan, and Bonus Shares, together with all other costs and any other money owing to the Lender under this Agreement will immediately become payable upon demand by the Lender or, unless otherwise waived in writing by the Lender, in any of the following events:
| (a) | if the Borrower defaults in any payment when due under this Agreement; | |
| (b) | if the Borrower commits any default under any of the Lender’s Security instruments; | |
| (c) | if the Borrower defaults in observing or performing any other covenant or agreement of this Agreement on its part to be observed or performed and such default has continued for a period of seven days after notice in writing has been given by the Lender to the Borrower specifying the default. |
| -5- |
| 8. | GENERAL |
| 8.1 | Waiver or Modification |
No failure on the part of the Lender in exercising any power or right hereunder will operate as a waiver of power or right nor will any single or partial exercise of such right or power preclude any other right or power hereunder. No amendment, modification or waiver of any condition of this Agreement or consent to any departure by the Borrower therefrom will be effective unless it is in writing signed by the Lender. No notice to or demand on the Borrower will entitle the Borrower to any other further notice or demand in similar or other circumstances unless specifically provided for in this Agreement.
| 8.2 | Time |
Time is of the essence of this Agreement.
| 8.3 | Further Assurances |
The parties to this Agreement will do, execute and deliver or will cause to be done, executed and delivered all such further acts, documents and things as may be reasonably required for the purpose of giving effect to this Agreement.
| 8.4 | Assignment |
The Borrower may not assign this Agreement and its interest herein or any part hereof without the prior written consent of the Lender.
| 9. | NOTICES |
9.1 Any notice under this Agreement will be given in writing and may be sent by email or courier.
9.2 If notice is sent by email or is delivered, it will be deemed to have been given at the time of transmission or delivery.
9.3 If notice is courier, it will be deemed to have been received 48 hours following the date of mailing of the notice.
| 10. | AMENDMENTS |
This Agreement may be amended waived discharged or terminated only by instrument in writing signed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.
| -6- |
IN WITNESS WHEREOF the Lender and the Borrower have executed and delivered this Agreement.
RAIN COMMUNICATIONS CORP.
| By: | /s/ Ralph Biggar | |
| Authorized Signatory |
BLUE LINE HOLDINGS INC.
| By: | /s/ Joseph C. Henn | |
| Authorized Signatory |
SCHEDULE “A”
to
the Loan Agreement dated for reference December 15, 2025
between RAIN COMMUNICATIONS CORP. and BLUE LINE HOLDINGS INC.
PROMISSORY NOTE
| Principal Amount: US $25,000 | December 15, 2025 at Lynbrook, NY |
For value received, BLUE LINE HOLDINGS INC. (the “Borrower”) hereby promises to pay to RAIN COMMUNICATIONS CORP. (the “Lender”) the principal sum of Twenty-Five Thousand United States dollars (US $25,000) on the earlier of:
(i) June 30, 2026:
(ii) the occurrence of an Event of Default (as defined in the Loan Agreement between the Borrower and the Lender dated for reference December 15, 2025),
All payments under this promissory note will be made by electronic funds transfer or wire transfer (pursuant to wire transfer instructions provided by the Lender from time to time) and delivered to the Lender. All payments made by the Borrower will be applied first to interest, and any other costs or charges owed to the Lender, then to principal.
The undersigned is entitled to prepay this promissory note, in whole or in part, without notice or penalty. The undersigned waives demand and presentment for payment, notice of non-payment, protest, notice of protest and notice of dishonour. This promissory note will be governed by and construed in accordance with the laws of British Columbia.
BLUE LINE HOLDINGS INC.
| Per: | ||
| Authorized Signatory |