Beeline Holdings, Inc. 8-K

What Happened
Beeline Holdings, Inc. (through its subsidiary Beeline Financial Holdings, Inc.) announced it completed a Securities Exchange Agreement effective June 30, 2026 to acquire the remaining interest in MagicBlocks, Inc. After the closing MagicBlocks became a wholly‑owned subsidiary (Beeline previously owned 47.6%). The Company issued stock to settle outstanding Third‑Party SAFEs and cancelled all outstanding MagicBlocks stock options. The transaction was negotiated and approved by a Special Committee of disinterested directors.

Key Details

• Effective June 30, 2026, Beeline acquired the Selling Shareholders’ MagicBlocks common stock for nominal cash consideration and converted Third‑Party SAFEs into equity.
• Beeline issued 211,679 shares of common stock to Third‑Party SAFE holders (in exchange for approximately $476,277 aggregate principal). CEO Nicholas R. Liuzza, Jr. held $70,000 of those SAFEs and received 31,111 shares at $2.25/share.
• All outstanding MagicBlocks stock options were cancelled; certain Selling Shareholders entered into employment or service and compensation arrangements with the company.
• Separately, from May 27 to June 26, 2026, Beeline sold 1,370,131 shares under its amended ELOC agreement with C/M Capital Master Fund LP for gross proceeds of $1,575,098.23 (sales were made under securities exemptions; resales are registered on a Form S‑1 effective Nov 10, 2025).
• Combined, the two recent actions resulted in 1,581,810 shares issued (211,679 for SAFEs + 1,370,131 under the ELOC).

Why It Matters
This filing documents Beeline moving from a minority to full ownership of MagicBlocks, which could affect future consolidated results, operations and governance for the combined business. The company issued equity to settle SAFEs and raised about $1.575M from the ELOC sale—both actions dilute existing shareholders to some degree and change the company’s capital structure. The CEO’s personal SAFE conversion (31,111 shares) and new employment/compensation arrangements for selling shareholders were reviewed by a Special Committee to address potential conflicts. Investors should note the equity issued, the cancellation of MagicBlocks options, and that further details are in the filed Securities Exchange Agreement (Exhibit 10.1).