Form 8-K

8-K — Beeline Holdings, Inc.

Accession: 0001493152-26-037744

Filed: 2026-08-13

Period: 2026-08-13

CIK: 0001534708

SIC: 6162 (MORTGAGE BANKERS & LOAN CORRESPONDENTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

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EX-99.1 (ex99-1.htm)

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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 13, 2026

BEELINE

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-38182

20-3937596

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

No.)

188

Valley 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

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 ☐

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

2.02 Results of Operations and Financial Condition.

August 13, 2026, Beeline Holdings, Inc. (the “Company”) issued a press release announcing financial results for the first

quarter of 2026. The text of the press release is furnished as Exhibit 99.1 to this current report.

The

information in this Item 2.02 and Exhibit 99.1 hereto shall not be deemed “filed” for the purposes of or otherwise subject

to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly

incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, the information contained

in this Item 2.02 and Exhibit 99.1 hereto shall not be incorporated by reference into any Company filing, whether made before or after

the date hereof, regardless of any general incorporation language in such filing.

Item

9.01 Financial Statements and Exhibits

(d)

Exhibits.

Exhibit

Description

99.1

Press Release dated August 13, 2026

104

Cover

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:

August 13, 2026

BEELINE

HOLDINGS, INC.

By:

/s/

Nicholas R. Liuzza, Jr.

Nicholas

R. Liuzza, Jr.

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Beeline

Q2 2026 Revenue Increases 57% Year-Over-Year; Net Loss Narrows 24% vs. Q1 2026

Record

July margins, improving financial metrics and proposed TYTL combination position Beeline for continued growth and operating leverage

despite macro headwinds

Management

to host a conference call on August 13 at 5:00 p.m. ET to review results and discuss outlook

PROVIDENCE,

R.I. – August 13, 2026 – Beeline Holdings, Inc. (Nasdaq: BLNE) (“Beeline” or the “Company”),

a technology-driven mortgage lender and fractional equity platform, today announced financial results for the second quarter ended June

30, 2026.

2026 Financial Highlights

● Net

revenue of $2.6 million, up 57% year-over-year.

● Net

loss narrowed to $4.0 million from $5.3 million in Q1 2026.

● Non-cash

expenses totaled $2.3 million, resulting in an approximately $1.7 million cash deficit

for the quarter.

● Adjusted

EBITDA loss narrowed to $2.6 million from $3.0 million in Q1 2026.

●

June

expenses were $369,000 less than May.

● Operating

margins increased by

9.4% from the previous quarter.

● The

Company ended Q2 2026 with $1.5 million in cash, $50.5 million in shareholders’ equity

and no corporate debt.

● With

fundamentals improving, the

Company intends to continue managing liquidity and capital deployment

with a focus on minimizing shareholder dilution.

Adjusted

EBITDA is a non-GAAP financial measure. See the reconciliations below.

Management

Commentary

“Q2

2026 represented another quarter of meaningful progress for Beeline, with revenue increasing 57% year-over-year,” said Nick Liuzza,

Chief Executive Officer of Beeline. “The changes we made to our product mix are beginning to show in our margins and operating

results, and we expect that impact to become more pronounced in Q3, although the unpredictable macro environment could affect results.

We believe we are demonstrating operating leverage as we scale the core business, while the proposed TYTL combination could add a differentiated,

higher-revenue residential equity product whose economics are not directly tied to interest rates.”

July

Operating Momentum and Subsequent Events

Beeline

continued to build momentum following quarter-end:

● July

revenue is expected to be the highest of the year.

● July

operating margin is expected to be the highest since inception.

● Chief

Executive Officer Nick Liuzza invested $500,000 in Beeline through a convertible note that

automatically converts into common stock at the higher of $1.50 per share or the applicable

five-day closing VWAP, beginning August 12, reflecting above-market pricing and he may

make future investments.

● Beeline

announced a non-binding Letter of Intent to acquire TYTL Holdings, Inc. in an all-stock business

combination, which envisions combining Beeline’s mortgage, lending and title capabilities

with TYTL’s blockchain-enabled residential equity and digital securities platform.

BeelineEquity

and Proposed TYTL Combination

During

the quarter, Beeline continued to advance BeelineEquity, its fractional home equity offering in partnership with TYTL. The platform’s

operating infrastructure has been built and integrated to support future scaling.

The

proposed TYTL acquisition would combine two developed platforms into a differentiated robust and potentially valuable business model

leveraging prime residential real-world assets (RWA), positioning the combined company to participate in the rapidly growing digital

securities market while expanding beyond traditional mortgage lending.

Product

Differentiation. TYTL’s residential equity product provides qualified homeowners access to home equity without monthly payments

or a maturity date, with economics that are not directly tied to interest rates.

Higher

Revenue Per Transaction. TYTL’s model is expected to generate approximately 3x more revenue per transaction, potentially

shortening the path to cash-flow-positive operations while creating an opportunity to build a significant revenue business around residential

real-world assets rather than traditional mortgage lending alone.

Digital

Asset Treasury. The combined company expects to retain Regulation D digital securities equal to approximately 5% of each TYTL

transaction value, potentially creating a growing balance-sheet portfolio backed by ownership interests in residential real estate

that could support non-dilutive strategies, including acquisitions or share repurchases.

The

companies are in the process of engaging an investment banker to assist with the sale of TYTL digital securities to institutional investors

to fund future transactions and potentially access capital at more attractive economics than currently available in the marketplace.

The

proposed transaction remains subject to due diligence, negotiation and execution of definitive agreements, a fairness opinion, valuation

analyses, shareholder approval and other customary closing conditions. There can be no assurance that the transaction will be completed

on the terms currently contemplated or at all.

Outlook

Beeline

enters the second half of 2026 with a growing revenue base, improving margins, reduced cash expenses and a product mix increasingly weighted

toward higher-margin offerings.

Management

remains focused on growing revenue while maintaining expense discipline, narrowing Adjusted EBITDA losses and progressing toward operating

break-even.

Conference

Call

Management

will host a conference call on August 13, 2026, at 5:00 p.m. ET to discuss second-quarter results, recent operating trends, the

Company’s outlook and the proposed TYTL transaction. The call will be led by Nick Liuzza, Chief Executive Officer, Jess Kennedy,

Chief Operating Officer, and Chris Moe, Chief Financial Officer.

Participants

may join via webcast or by phone using the details below:

● Listen-only

webcast: https://event.choruscall.com/mediaframe/webcast.html?webcastid=vxAcpqFk

● Toll-Free

Dial-In (U.S.): 877-317-6789

● International

Dial-In: 412-317-6789

Use

of Non-GAAP Measures

This

press release includes both financial measures in accordance with Generally Accepted Accounting Principles, or GAAP, as well as non-GAAP

financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position

or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure

calculated and presented in accordance with GAAP. Non-GAAP financial measures should be viewed as supplemental and should not be considered

as alternatives to net income (loss), operating income (loss), and cash flow from operating activities, liquidity or any other financial

measures. They may not be indicative of the historical operating results of Beeline nor are they intended to be predictive of potential

future results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated

in accordance with GAAP.

Our

management uses and relies on Adjusted EBITDA, a non-GAAP financial measure, to evaluate and assess our core operating results from period-to-period

after removing the impact of items that affect comparability. Our management recognizes that the non-GAAP financial measure has inherent

limitations because of the excluded items described below. We also review our operating metrics without including stock-based compensation,

which is another non-GAAP financial measure.

have included a reconciliation of our non-GAAP financial measure to the most comparable GAAP financial measure. We believe that providing

the non-GAAP financial measure, together with the reconciliation to GAAP, helps investors make comparisons between Beeline and other

companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to

evaluate their financial performance. Investors should pay close attention to the specific definition being used and to the reconciliation

between such measure and the corresponding GAAP measure provided by each.

The

Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, stock-based compensation, and other

one-time items.

The

following table presents a reconciliation of net loss to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (unaudited):

Three

Months Ended June 30,

Six

Months Ended June 30,

(Dollars

in thousands)

2026

2025

2026

2025

Net loss

$ (4,034 )

$ (4,140 )

$ (9,312 )

$ (11,067 )

Interest expense

388

2,277

Depreciation and amortization

806

836

1,621

1,656

Stock-based compensation

expense

1,063

2,040

174

Non-recurring

expenses (1)

508

321

Gain on remeasurement

of previously held equity interest

(480 )

Net

loss from discontinued operations

136

358

Adjusted

EBITDA

$ (2,606 )

$ (2,757 )

$ (5,623 )

$ (6,500 )

(1)

For

the three and six months ended June 30, 2026, non-recurring expenses included costs related to the class action complaint. For the

six months ended June 30, 2025, non-recurring expenses included merger costs related to the shareholder meeting on March 7, 2025

to approve the name changing to Beeline Holdings, Inc. and to approve the Series F and F-1 Preferred Stock (shares received in the

merger) to convert to common shares, as well as costs related to the Nasdaq initial listing.

About

Beeline Holdings, Inc.

Beeline

is a next-generation mortgage and home equity service company simplifying the path to homeownership and liquidity. By combining blockchain

technology, automation, and a customer-first digital experience, Beeline makes financing a home, or unlocking its value, faster, fairer,

and more transparent.

For

more, visit www.makeabeeline.com.

Forward-Looking

Statements

This

press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including

statements regarding plans and expectations with respect to the Company’s future financial performance and key metrics including

improved margins in the third quarter of 2026, expectations with respect to the potential acquisition of TYTL and the perceived or anticipated

benefits and opportunities of such a transaction including plans, goals and expectations for the combined company, the Company’s

intentions and efforts to manage cash and expenses and access future sources of capital, the benefits and growth of BeelineEquity, our

growth prospects and trends and potential with respect to the future performance of our business and the industry in which we operate.

Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,”

“may,” “will,” “should,” “would,” “intend,” “seem,” “potential,”

“appear,” “continue,” “future,” “believe,” “estimate,” “forecast,”

“project,” “target,” and similar words. Forward-looking statements are based on our current expectations and

assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future,

they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore,

against relying on any of these forward-looking statements. Our actual results may differ materially from those contemplated by the forward-looking

statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which

the forward-looking statements are based prove to be incorrect, central bank interest rates and future interest rate changes, the risks

arising from the impact of affordability, inflation, tariffs, the war in the Middle East, the deterioration of the labor market of the

United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy,

our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services,

our ability to comply with applicable regulatory requirements and new regulations and developments that may arise including the potential

for regulatory changes regarding digital assets, artificial intelligence, and other areas that impact and may in the

future impact the Company’s business, the possibility that our expectations and perceived benefits with respect to strategic transactions,

including our recent acquisition of the remaining outstanding equity interest in MagicBlocks and a potential acquisition of TYTL if that

transaction closes, prove to be incorrect, risks with respect to integrating acquired businesses, our ability to negotiate and execute

definitive agreements, satisfy closing conditions, obtain required approvals including stockholder approvals and an independent fairness

opinion with respect to a potential transaction with TYTL and the possibility that actual transaction economics, ownership percentages

and other material terms may differ from those contemplated by the letter of intent with TYTL as negotiations and due diligence progress,

and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software

and technology infrastructure on which we depend fails to perform as designed or intended. Additional information regarding these and

other risks is contained in Beeline’s filings with the Securities and Exchange Commission, including the Risk Factors contained

in the Company’s 2025 Annual Report on Form 10-K and our prospectus supplement dated March 10, 2026. Any forward-looking statement

made by us in this press release speaks only as of the date on which it is made. Factors or events that could cause our actual results

to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly

update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required

by law.

Investor

Contact:

investors@makeabeeline.com

Media

Contact:

press@makeabeeline.com

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