Beeline Holdings, Inc. 8-K

What Happened

• Beeline Holdings, Inc. announced that on March 18, 2026 it entered into an agreement under which the holder of all outstanding Series A Convertible Redeemable Preferred Stock exchanged its remaining 4,425,102 Series A shares for 983,356 shares of the Company's common stock. The exchange amount was determined by dividing the stated value of the Series A by $2.25.
• As a result of the exchange, there are no longer any Series A shares outstanding. The Company filed a certificate of withdrawal of the Series A designation with the Nevada Secretary of State on March 20, 2026. The exchange was conducted as an exemption from registration under Section 3(a)(9) of the Securities Act of 1933.

Key Details

• Date of agreement: March 18, 2026; withdrawal filed: March 20, 2026.
• Series A surrendered: 4,425,102 shares → Common stock issued: 983,356 shares (based on $2.25 stated-value divisor).
• Alternative conversion note: Under original terms, converting at $1.75 per share would have resulted in an additional 280,959 common shares issued.
• Registration status: Exchange exempt under Section 3(a)(9) of the Securities Act (no public registration required).

Why It Matters

• The transaction removes the Series A preferred class and issues nearly one million common shares, simplifying Beeline’s capital structure and eliminating that source of preferred-holder claims or future conversions.
• For shareholders, the immediate effects are a modest increase in common shares outstanding (983,356 shares) and the removal of potential future dilution tied to the Series A. The filing does not disclose cash payments or other material changes beyond the share exchange.