Beeline Holdings, Inc.

Item 1.01 Entry into a Material Definitive Agreement. Effective June 30, 2026, Beeline Financial Holdings, Inc., a Delaware corporation (“BFH”) and a wholly-owned subsidiary of Beeline Holdings, Inc. (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with MagicBlocks, Inc., a Delaware corporation (“MagicBlocks”), the two selling shareholders of MagicBlocks (the “Selling Shareholders”), and the holders of certain outstanding Simple Agreements for Future Equity of MagicBlocks held by third parties (the “Third-Party SAFEs” and the holders thereof, the “Third-Party SAFE Holders”). Following the closing, MagicBlocks became a wholly-owned subsidiary of the Company; prior to the closing date, the Company owned 47.6% of MagicBlocks. Nicholas R. Liuzza, Jr., the Company’s Chief Executive Officer, held $70,000 of Third-Party SAFEs in his individual capacity and received 31,111 shares of the Company’s common stock in the exchange at $2.25 per share which was materially above market and on the same terms as the other Third-Party SAFE Holders. In addition, the Selling Shareholders entered into employment or services agreements and related compensation arrangements with the Company in connection with the transactions. In light of these relationships, the Agreement was negotiated and approved on behalf of the Company by a Special Committee of the Company’s Board of Directors comprised solely of disinterested directors. Pursuant to the Agreement, (i) BFH acquired all shares of MagicBlocks common stock held by the Selling Shareholders for aggregate nominal cash consideration; (ii) the Company issued a total of 211,679 shares of its common stock to the Third-Party SAFE Holders (including Mr. Liuzza) in full satisfaction of, and exchange for, the Third-Party SAFEs (approximately $476,277 in aggregate principal); and (iii) all outstanding MagicBlocks stock options were cancelled. The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities. From May 27, 2026 to June 26, 2026, the Company sold and issued a total of 1,370,131 shares of common stock pursuant to that certain Amended and Restated Common Stock Purchase Agreement and related Amended and Restated Registration Rights Agreement dated March 7, 2025 with C/M Capital Master Fund LP as purchaser, (collectively, the “ELOC Agreement”) for total gross proceeds of $1,575,098.23. The ELOC Agreement was previously disclosed on the Company’s Current Report on Form 8-K filed on March 10, 2025. To the extent such sales are deemed to be unregistered, the sales were made pursuant to the exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. The purchaser’s resales of the shares were registered on the Company’s registration statement on Form S-1 (File No. 333-291000), effective November 10, 2025. 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 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D or Regulation S.