Beeline Holdings, Inc. 8-K

What Happened

• Beeline Holdings, Inc. filed an 8-K reporting that on January 27, 2026 it entered a Letter Agreement amending the Series A Convertible Redeemable Preferred Stock terms to allow conversion of up to 2,000,000 additional Series A shares at a $2.00 conversion price (instead of $1.75) during the redemption period.
• Pursuant to that agreement, the holder converted the 2,000,000 Series A shares into 500,000 shares of the Company’s common stock on January 29, 2026. The Company filed a Certificate of Amendment to the Series A designations on January 28, 2026 to reflect the change.

Key Details

• Letter Agreement date: January 27, 2026; Certificate of Amendment filed: January 28, 2026; conversion occurred: January 29, 2026.
• Converted: 2,000,000 Series A → 500,000 common shares.
• Remaining Series A: 4,425,102 shares outstanding, which convert into 1,264,315 common shares.
• Planned redemption: Company intends to redeem the remaining Series A at $2.00 per underlying common share within the next 90 days (implying roughly $2.53 million if all are redeemed).
• Sale restriction: the holder agreed not to sell more than 5% of the reported daily Nasdaq trading volume in the Company’s common stock on any trading day.

Why It Matters

• This action changes part of Beeline’s capital structure by converting preferred shares into common stock and setting a near-term plan to redeem the balance of Series A, which affects outstanding share counts and the company’s redemption cash obligation.
• The conversion increases the number of common shares outstanding (500,000 issued immediately) and redemption of remaining preferred shares would remove those preferences but likely require cash (the firm cited a $2.00 per-share redemption price).
• The holder’s agreement to limit daily sales to 5% of reported Nasdaq volume may help reduce immediate downward pressure on the stock from the new common shares being sold into the market.