Beeline Holdings, Inc. 8-K

What Happened

• Beeline Holdings, Inc. (BLNE) filed an 8-K reporting that, between January 28 and February 16, 2026, holders converted Series F, Series F‑1 and Series G convertible preferred shares into 94,476 shares of common stock.
• Additionally, on February 5 and February 12, 2026, four Series G warrant holders exercised warrants to purchase an aggregate of 337,967 shares of common stock.
• The conversions and warrant exercises resulted in a total issuance of 432,443 newly issued common shares and were completed as private, exempt transactions under Section 4(a)(2) of the Securities Act and Rule 506(b).

Key Details

• Total new common shares issued: 432,443 (94,476 from preferred conversions; 337,967 from warrant exercises).
• Conversion period: January 28 – February 16, 2026; warrant exercise dates: February 5 and February 12, 2026.
• Transactions were exempt from registration under Section 4(a)(2) and Rule 506(b).

Why It Matters

• These transactions increase the company’s outstanding common shares, which can dilute existing shareholders’ ownership percentage.
• Converting preferred stock and exercising warrants changes Beeline’s capital structure (fewer preferred shares outstanding, more common shares outstanding), which may affect voting rights and future financing flexibility.
• The filing is informational and does not disclose pricing/amounts received from the warrant exercises or the company’s new total share count; investors should check Beeline’s subsequent filings for updated share totals or financial impact.