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 of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Zip Code)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act:
| The
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| (Title of Each Class) | (Trading Symbol) | (Name 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 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-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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 27, 2026, Beeline Holdings, Inc. (the “Company”) entered into an agreement (the “Letter Agreement”) with the holder of Series A Convertible Redeemable Preferred Stock (the “Series A”) pursuant to which the parties agreed to an amendment to the Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock (the “Series A Certificate of Designations”) to allow the holder to convert up to 2,000,000 additional shares of Series A into shares of the Company’s common stock at a conversion price of $2.00, instead of $1.75, during the redemption period provided for therein. As a result, the holder converted the 2,000,000 shares of Series A into 500,000 shares of common stock on January 29, 2026.
After this conversion, there are currently 4,425,102 shares of Series A which convert into 1,264,315 shares of common stock. The Company plans to redeem those shares of Series A at price of $2.00 per underlying share of common stock within the next 90 days.
Pursuant to the Letter Agreement the holder agreed not to sell shares of the Company’s common stock representing more than 5% of the reported volume on the Nasdaq Capital Market on any trading day.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The transactions described in Item 1.01 of this Current Report on Form 8-K were exempt from registration under Section 3(a)(9) of the Securities Act of 1933.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 28, 2026, in accordance with the terms of the Letter Agreement, the Company filed a Certificate of Amendment to the Series A Certificate of Designations (the “Series A Certificate of Amendment”). The material terms of the Series A Certificate of Amendment are summarized under Item 1.01 of this Current Report on Form 8-K, which description is incorporated herein by reference
The foregoing descriptions of the Series A Certificate of Amendment and Letter Agreement do not purport to be complete, and are qualified in their entirety by the complete texts, copies of which are filed as Exhibits 4.1 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference. The original Series A Certificate of Designations was previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 29, 2025.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 4.1 | Certificate of Amendment to Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock | |
| 10.1 | Form of Letter Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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: January 30, 2026
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 4.1
EXHIBIT A TO
the Certificate of Amendment to the
Certificate of Designations, Preferences and Rights of the
Series A Convertible Redeemable Preferred Stock of
Beeline Holdings, Inc.
January 27, 2026
WHEREAS, pursuant to the authority expressly conferred upon the Board of Directors (the “Board”) of Beeline Holdings, Inc., a Nevada corporation (the “Company”) and by the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), the Board previously designated the Series A Convertible Redeemable Preferred Stock and the number of shares constituting such series, and fixed the rights, powers, preferences, privileges, limitations and restrictions relating to such series in addition to any set forth in the Articles of Incorporation, and the Company filed the Certificate of Designations, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock on July 23, 2025 (as amended, the “Certificate of Designations”). Capitalized words and phrases used and not defined herein shall have the meanings set forth in in the Certificate of Designations; and
WHEREAS, the Board has determined to amend the Certificate of Designations as set forth herein.
NOW, THEREFORE, pursuant to the authority expressly conferred upon the Board of the Company and by the Company’s Articles of Incorporation, the Certificate of Designations is hereby amended as follows:
Section 3(a) of the Certificate of Designations is hereby amended to read in its entirety as follows:
(a) (i) Holder’s Conversion Right. Subject to the provisions of Section 3(e), at any time or times on or after the date on which Preferred Shares are initially issued (such date, the “Initial Conversion Date”), during the Redemption Period (as defined in Section 3(a)(ii) below), each holder of a Preferred Share (each, a “Holder” and collectively, the “Holders”) shall be entitled to convert any whole number of Preferred Shares equal to such Holder’s pro rata portion of up to a combined total (as to all Holders) of $2,000,000 of Stated Value of Preferred Shares (the “Special Conversion Amount”) into validly issued, fully paid and non-assessable shares of Common Stock in accordance with the provisions of this Section 3 determined based on the Conversion Rate (as defined below). The Special Conversion Amount as to each Holder and the conversion rights with respect thereto shall be determined and applied pro rata as to each Holder’s Preferred Shares held relative to all Preferred Shares issued hereunder. Pursuant to the foregoing, during the Redemption Period only the Special Conversion Amount can be converted after the end of the Redemption Period all Preferred Shares shall be convertible at the option of the Holder, in each such case in accordance with the provisions of this Section 3.
Notwithstanding anything in this Certificate to the contrary, the Conversion Price for $1,000,000 of Stated Value of the Special Conversion Amount shall equal $2.00 per share.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Certificate of Designations as of the 27th day of January, 2026
| BEELINE HOLDINGS, INC. | ||
| By: | ||
| Nicholas Liuzza, Chief Executive Officer | ||
Exhibit 10.1
Beeline Holdings, Inc.
188 Valley Street, Suite 225
Providence, RI 02909
January 27, 2026
Re: Series A Convertible Redeemable Preferred Stock
Dear ___:
This letter documents our understanding with respect to the Series A Convertible Redeemable Preferred Stock (the “Preferred Stock”) of Beeline Holdings, Inc. (the “Company”) held by _______ (the “Holder”). By signing below, the undersigned parties agree as follows:
The Company agrees that, notwithstanding anything in the Certificate of Designations of the Preferred Stock to the contrary, the Holder shall be entitled to convert up to 2,000,000 additional shares of Preferred Stock in excess of the Special Conversion Amount (as defined therein) at a conversion price of $2.00 beginning on the date of this letter agreement. The Company shall amend the Certificate of Designations of the Preferred Stock to reflect the change made by this letter agreement.
The Holder covenants and agrees that it shall not sell shares of the Company’s Common Stock representing more than 5% of the reported volume on The Nasdaq Capital Market for the Company’s common stock on any trading day.
The undersigned parties acknowledge and agree that the exchange of the Preferred Stock held by the Holder shall be the sole consideration for the conversion contemplated hereby, that no commission or other remuneration has been or will be paid or given directly or indirectly for the exchange contemplated hereby other than the exchange by the Holder of such Preferred Stock and that Section 3(a)(9) of the Securities Act of 1933 shall be applicable to such exchange, and the undersigned parties covenant and agree not to take a position contrary to the foregoing.
By signing below, each of the undersigned parties agree to the above terms.
| Very truly yours, | |
| Nicholas Liuzza Jr., Chief Executive Officer |
[Continued on following page]
| Page 2 |
The undersigned hereby agrees to the foregoing:
| By: | ||
| Name: |
Cover |
Jan. 27, 2026 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 27, 2026 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-38182 |
| Entity Registrant Name | BEELINE HOLDINGS, INC. |
| Entity Central Index Key | 0001534708 |
| Entity Tax Identification Number | 20-3937596 |
| Entity Incorporation, State or Country Code | NV |
| Entity Address, Address Line One | 188 Valley Street |
| Entity Address, Address Line Two | Suite 225 |
| Entity Address, City or Town | Providence |
| Entity Address, State or Province | RI |
| Entity Address, Postal Zip Code | 02909 |
| City Area Code | (458) |
| Local Phone Number | 800-9154 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.0001 par value |
| Trading Symbol | BLNE |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |