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): ~~January~~February 273, 2026

BEELINE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada

001-38182

20-3937596

(State or other jurisdiction

of 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: (~~458~~888) ~~800~~810-~~9154~~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 ☐

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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~ Disclosure

On ~~January~~February 273, 2026, ~~Beeline Holdings, Inc. (~~the “Company”) ~~entered~~issued ~~into~~a anpress ~~agreement~~release, ~~(the~~a ~~“Letter~~copy ~~Agreement”) with the holder~~ of ~~Series A Convertible Redeemable Preferred Stock (the “Series A”) pursuant to~~ which ~~the~~is ~~parties~~furnished ~~agreed~~as toExhibit 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 $299.~~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~~this ACurrent ~~into~~Report ~~500,000 shares of common stock~~ on ~~January~~Form ~~29, 2026~~8-K.

~~After~~The ~~this~~information ~~conversion,~~in ~~there~~this ~~are~~Item ~~currently~~7.01 ~~4,425,102~~(including ~~shares~~Exhibit of99.1) ~~Series~~shall Anot ~~which~~be ~~convert~~deemed ~~into~~“filed” ~~1,264,315~~for ~~shares~~purposes of ~~common~~Section ~~stock.~~18 ~~The~~of ~~Company~~the ~~plans~~Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to ~~redeem~~the ~~those~~liabilities ~~shares~~under ofsuch ~~Series~~section, Aand atshall ~~price~~not ofbe ~~$2.00~~deemed to ~~per~~be ~~underlying~~incorporated ~~share~~by reference into any filing of ~~common~~the ~~stock~~Company ~~within~~under the ~~next~~Securities 90Act ~~days~~of 1933 or the Exchange Act.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~Letter~~Statements ~~Agreement~~and ~~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.~~Exhibits

~~Item~~(d) 3Exhibits.~~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.

		Incorporated by Reference			Filed or Furnished
Exhibit #	Exhibit Description	Form	Date	Number	Herewith

99.1	Press release dated February 3, 2026				Furnished
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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~~February 303, 2026

	BEELINE HOLDINGS, INC.

	By:	/s/ Nicholas R. Liuzza, Jr.
		Nicholas R. Liuzza, Jr.
		Chief Executive Officer

Filing Compare · Beeline Holdings, Inc.