{"url_path":"/sec/blne/8-k/2026-07-02/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1534708/0001493152-26-031971-index.html","accession_number":"0001493152-26-031971","cik":"0001534708","ticker":"BLNE","issuer_name":"Beeline Holdings, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1534708/0001493152-26-031971-index.html","primary_entity_key":"0001534708","primary_entity_name":"Beeline Holdings, Inc."},"word_count":324,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\nEffective\nJune 30, 2026, Beeline Financial Holdings, Inc., a Delaware corporation (“BFH”) and a wholly-owned subsidiary of Beeline\nHoldings, Inc. (the “Company”), entered into a Securities Exchange Agreement (the “Agreement”) with MagicBlocks,\nInc., a Delaware corporation (“MagicBlocks”), the two selling shareholders of MagicBlocks (the “Selling Shareholders”),\nand the holders of certain outstanding Simple Agreements for Future Equity of MagicBlocks held by third parties (the “Third-Party\nSAFEs” and the holders thereof, the “Third-Party SAFE Holders”).\n\n \n\nFollowing\nthe closing, MagicBlocks became a wholly-owned subsidiary of the Company; prior to the closing date, the Company owned 47.6% of MagicBlocks.\nNicholas R. Liuzza, Jr., the Company’s Chief Executive Officer, held $70,000 of Third-Party SAFEs in his individual capacity and\nreceived 31,111 shares of the Company’s common stock in the exchange at $2.25 per share which was materially above market and on\nthe same terms as the other Third-Party SAFE Holders. In addition, the Selling Shareholders entered into employment or services agreements\nand related compensation arrangements with the Company in connection with the transactions.\n\n \n\nIn\nlight of these relationships, the Agreement was negotiated and approved on behalf of the Company by a Special Committee of the Company’s\nBoard of Directors comprised solely of disinterested directors.\n\n \n\nPursuant\nto the Agreement, (i) BFH acquired all shares of MagicBlocks common stock held by the Selling Shareholders for aggregate nominal cash\nconsideration; (ii) the Company issued a total of 211,679 shares of its common stock to the Third-Party SAFE Holders (including Mr. Liuzza)\nin full satisfaction of, and exchange for, the Third-Party SAFEs (approximately $476,277 in aggregate principal); and (iii) all outstanding\nMagicBlocks stock options were cancelled. The foregoing description of the Agreement does not purport to be complete and is qualified\nin 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\n8-K and incorporated herein by reference."}