Beeline Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
BLNE$0.61+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-15.
0001493152-26-023753
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038338
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 111 current paragraphs.
73 unchanged; 28 reworded; 10 added; 6 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
On July 28, 2026, we entered into a non-binding letter of intent with TYTL regarding a proposed business combination pursuant to which TYTL would merge with and into the Company in an all-stock transaction. The proposed transaction is intended to combine our digital mortgage, lending, and title platform with TYTL’s blockchain-based real estate tokenization platform. Subject to the negotiation of definitive agreements, if the transaction occurs, it is expected that the combined company will pursue the development and commercialization of products designed to facilitate institutional participation in residential real estate through blockchain-enabled infrastructure while integrating mortgage lending, including Non-QM mortgage products, title, and settlement processes. The parties also intend to continue the development of TYTL’s home equity product, which is designed to utilize a Regulation D-compliant security structure together with blockchain technology and recorded real property interests. The proposed transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, approval by the Special Committee of the Company’s Board of Directors and TYTL’s board of directors, receipt of a fairness opinion by TYTL, applicable regulatory approvals, approval by the stockholders of the Company and TYTL, and satisfaction of customary closing conditions. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed. An overview of certain material terms of the LOI and the proposed transaction are disclosed in the Company’s Current Report on Form 8-K filed on August 3, 2026, and the copy of the LOI is filed as Exhibit 10.1 thereto.
Current report
As of June 30, 2026, we acquired the remaining outstanding equity interest in MagicBlocks, the artificial intelligence company whose technology powers Bob, our proprietary AI agent, and underpins key automation capabilities across our mortgage origination and title operations. The acquisition gives us full ownership and control of the AI technology already embedded across its platform. With MagicBlocks’ capabilities fully integrated, we expect to accelerate product innovation while supporting future initiatives across mortgage origination, title services, home equity products, and digital real estate transactions, reduce production costs, and improve the speed and consistency of the borrower experience. MagicBlocks continues to license its platform to other mortgage lenders and financial institutions.
Current report
Inflation has remained above the Federal Reserve’s long-term target, although the pace of price increases moderated compared with the elevated levels experienced during 2022–2023. Headline Consumer Price Index (“CPI”) inflation increased during the first five months of 2026, reflecting, in part, higher energy prices and continued pressure from shelter and services costs. However, inflation moderated in June 2026 as energy prices declined following a temporary easing in geopolitical tensions, with annual CPI increasing approximately 3.5% year-over-year, down from approximately 4.2% in May 2026. Despite this improvement, inflation remains elevated relative to the Federal Reserve’s target, and the future path of inflation remains uncertain.
Current report
At the beginning of October 2025, the average 30-year fixed-rate mortgage was generally in the low-to-mid 7% range. Mortgage rates declined during late 2025 and into the first quarter of 2026, reaching approximately the low-6% range before increasing during the second quarter of 2026 as inflation concerns, tariff uncertainty, and geopolitical developments placed upward pressure on U.S. Treasury yields. By the end of June 2026, average 30-year mortgage rates had increased to approximately 6.4% to 6.5%, remaining below 2025 highs but materially above historical norms.
Current report
Overall, although mortgage rates during the first half of 2026 remained below the peak levels experienced during 2025, they continued to constrain housing affordability and mortgage origination activity. The outlook for mortgage rates remains uncertain and will likely depend on the trajectory of inflation, Federal Reserve monetary policy, global economic conditions, and geopolitical developments. Continued volatility in energy markets, tariff-related cost pressures, and inflation expectations may place upward pressure on U.S. Treasury yields and, consequently, residential mortgage rates.
Current report
Title fees were flat for the three months ended June 30, 2026 and 2025. Title fees increased $0.2 million, or 33%, to $0.8 million for the six months ended June 30, 2026 compared to $0.6 million for the six months ended June 30, 2025 primarily driven by increased settlement fees during the six months ended June 30, 2026.
Current report
Gain on Remeasurement of Previously Held Equity Interest
Current report
On June 30, 2026, we completed the acquisition of the remaining outstanding ownership interest of 52.4% in MagicBlocks. The fair value of our original 47.6% interest was remeasured at $0.5 million based on an independent business valuation of MagicBlocks of $1.0 million.
Current report
On July 31, 2026, we sold and issued to WVP Emerging Manager Onshore Fund LLC - C/M Capital Series a promissory note in the principal amount of $0.4 million in exchange for a purchase price of $0.3 million, net of an original issue discount of $50,000. The note matures in 60 days, subject to acceleration provisions in connection with certain enumerated events of default. The note bears interest at a rate of 9% per annum. We agreed to prepay the note upon receiving proceeds from capital raising transactions exceeding $3 million, in an amount equal to 30% of the net proceeds from such capital raising transactions until the note is repaid in full. The note is also prepayable at any time at our election.
Current report
On August 12, 2026, Mr. Liuzza, our CEO, invested an additional $0.5 million in the Company through a convertible note, which will automatically convert into shares of our common stock on August 19, 2026 at the higher of $1.50 per share or the average closing five-day VWAP during regular trading hours beginning August 12, 2026.
Removed paragraphs (6)
Previous report
During 2025 and through early 2026, inflation moderated from the elevated levels experienced in 2022–2023, although progress remained uneven. Headline Consumer Price Index (“CPI”) increased to approximately 3.0% year-over-year by the end of 2025, compared to the mid-2% range earlier in the year. However, the war in the Middle East has created a spike in gas prices increasing 18.9% in March 2026 which led to an increase in inflation of 3.3 % in March 2026. Gas prices continued to increase in April 2026.
Previous report
At the beginning of October 2025, the average 30-year fixed-rate mortgage was in the low-to-mid 7% range, generally fluctuating between approximately 7.0% and 7.5% on a weekly basis. Rates reached periodic highs in the fourth quarter of 2025 within this range, reflecting continued macroeconomic uncertainty and elevated benchmark yields.
Previous report
Beginning in late 2025 and continuing into the first quarter of 2026, mortgage rates declined gradually. Monthly averages decreased from approximately 6.19% in December 2025 to approximately 6.10% in January 2026 and 6.05% in February 2026, before modestly increasing to approximately 6.18% in March 2026. On a weekly basis, rates in April 2026 ranged from approximately 6.23% to 6.37%, with a reported level of approximately 6.30% for the week ending April 30, 2026.
Previous report
Overall, mortgage rates during the period declined from peak levels in excess of 7% in the fourth quarter of 2025 to approximately the mid-6% range by early May 2026. Notwithstanding this improvement, the forward outlook for mortgage rates remains uncertain. In particular, the ongoing conflict involving Iran has introduced additional volatility into energy markets and inflation expectations, which have contributed to upward pressure on U.S. Treasury yields and, by extension, mortgage rates.
Previous report
As a result, while mortgage rates have moderated in early 2026, they may remain elevated or experience renewed upward pressure depending on the duration and economic impact of the conflict, including its effects on inflation, monetary policy expectations, and global financial markets.
Previous report
Title fees increased $0.1 million, or 33%, to $0.4 million for the three months ended March 31, 2026 compared to $0.3 million for the three months ended March 31, 2025 driven by increased title closings of 262 for the three months ended March 31, 2026 compared to 215 title closings for the three months ended March 31, 2025.
Reworded paragraphs (28)
Previous wording
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations for prospective future growth, operating results and financial condition, potential future trends and developments within our industry and the U.S. economy generally, expectations and plans with respect to our products and services including the potential market for, timing, features, and demand for such products and services, prospective future fractional sale of home real estate transactions, and liquidity and sources of capital. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project,” “designed,” and similar words. We have based these forward-looking statements largely on our current expectations and assumptions regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, results of operations, and financial position. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements.
Current wording
This Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our expectations for prospective future growth, operating results and financial condition, potential future trends and developments within our industry and the U.S. economy generally, expectations and plans with respect to our products and services including the potential market for, timing, features, and demand for such products and services, our expectations and plans for our technology following our acquisition and integration of the remaining outstanding equity interest in MagicBlocks, our planned acquisition of TYTL Corp, Inc. (“TYTL”) and the perceived or potential benefits of such a transaction if it closes, prospective future fractional sale of home real estate transactions, and liquidity and sources of capital. Forward-looking statements are prefaced by words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “should,” “would,” “intend,” “seem,” “potential,” “appear,” “continue,” “future,” believe,” “estimate,” “forecast,” “project,” “designed,” and similar words. We have based these forward-looking statements largely on our current expectations and assumptions regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, results of operations, and financial position. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. We caution you, therefore, against relying on any of these forward-looking statements.
Previous wording
Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, central bank interest rates and future interest rate changes, the risks arising from the impact of affordability, inflation, tariffs, the war in the Middle East, the deterioration of the labor market of the United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, the potential for regulatory changes regarding cryptocurrency and digital assets, artificial intelligence, and other areas that impact the Company’s business, and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Form 10-K filed March 31, 2026 and prospectus supplement dated March 10, 2026. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Current wording
Our actual results may differ materially from those contemplated by the forward-looking statements for a variety of reasons, including, without limitation, the possibility that estimates, projections and assumptions on which the forward-looking statements are based prove to be incorrect, central bank interest rates and future interest rate changes, the risks arising from the impact of affordability, inflation, tariffs, the war in the Middle East, the deterioration of the labor market of the United States, a recession which may result on the Company’s business, prospective customers, and on the national and global economy, our need for additional capital to meet future goals and milestone targets, our ability to attract homeowners to our products and services, our ability to comply with applicable regulatory requirements and new regulations and developments that may arise including the potential for regulatory changes regarding cryptocurrency and digital assets, artificial intelligence, and other areas that impact and may in the future impact the Company’s business, the possibility that our expectations and perceived benefits with respect to strategic transactions, including our recent acquisition of the remaining outstanding equity interest in MagicBlocks and a potential acquisition of TYTL if that transaction closes, prove to be incorrect, risks with respect to integrating acquired businesses, our ability to negotiate and execute definitive agreements, satisfy closing conditions, obtain required approvals including stockholder approvals and an independent fairness opinion with respect to a potential transaction with TYTL and the possibility that actual transaction economics, ownership percentages and other material terms may differ from those contemplated by the Letter of Intent (“LOI”) with TYTL as negotiations and due diligence progress, and the ability of us and third parties on which we depend to comply with applicable regulatory requirements, the risk that software and technology infrastructure on which we depend fail to perform as designed or intended, and the Risk Factors contained in our Form 10-K for the year ended December 31, 2025 and prospectus supplement dated March 10, 2026. Any forward-looking statement made by us in this presentation speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Previous wording
We are a fintech mortgage lender, fractional real estate equity purchase facilitator, and title services provider focused on streamlining the homeownership process through a digital platform. We utilize a proprietary technology platform that incorporates advanced analytics and machine learning tools, combined with human oversight, to support mortgage origination, equity purchase, and title services. Our business model is designed to provide consumers with more efficient access to mortgage and related financing solutions through its online platform. Approximately 70% of our loans are primarily non-qualified mortgage (“Non-QM”) loans, which typically serve borrowers with non-traditional income sources, including self-employment, investment, rental, or other non-W-2 income, or borrowers with significant assets.
Current wording
We are a fintech mortgage lender, fractional real estate equity purchase facilitator, and title services provider focused on streamlining the homeownership process through a digital platform. We utilize a proprietary technology platform that incorporates advanced analytics and machine learning tools, combined with human oversight, to support mortgage origination, equity purchase, and title services. Our business model is designed to provide consumers with more efficient access to mortgage and related financing solutions through its online platform. Approximately 77% of our loans are primarily non-qualified mortgage (“Non-QM”) loans, which typically serve borrowers with non-traditional income sources, including self-employment, investment, rental, or other non-W-2 income, or borrowers with significant assets.
Previous wording
As cryptocurrency adoption accelerates and becomes regulated by federal and state governments, we are positioning ourself as a leader in this fast-moving ecosystem, offering trustedinfrastructure to help lenders scale into a future where crypto and compliance go hand-in-hand. Through our technology platform, we offer a fractional equity product in collaboration with our partner, TYTL Holdings, LLC (“TYTL”), whereby TYTL purchases the equity from homeowners seeking liquidity and funds such purchases from the sale of the cryptocurrency tokens. We provide TYTL access to our platform through our subsidiary, BeelineEquity, and provide title and escrow services through Beeline Title Holdings. Other than providing our technology platform and title and escrow services, we are not involved in any cryptocurrency or other transactions of TYTL.
Current wording
As cryptocurrency adoption accelerates and becomes regulated by federal and state governments, we are positioning ourself as a leader in this fast-moving ecosystem, offering trusted infrastructure to help lenders scale into a future where crypto and compliance go hand-in-hand. Through our technology platform, we offer a fractional equity product in collaboration with our related party partner, whereby TYTL purchases the equity from homeowners seeking liquidity and funds such purchases from the sale of the cryptocurrency tokens. We provide TYTL access to our platform through our subsidiary, BeelineEquity, and provide title and escrow services through Beeline Title Holdings. Other than providing our technology platform and title and escrow services, we are not involved in any cryptocurrency or other transactions of TYTL.
Previous wording
The ultimate impact of the war in the Middle East and U.S. and foreign tariff actions implemented during 2024–2025, as well as subsequent policy developments and geopolitical conditions, remains uncertain. These factors have the potential to affect supply chains, input costs, and pricing dynamics across certain sectors.
Current wording
The ultimate impact of geopolitical conflicts in the Middle East, U.S. and foreign tariff actions implemented during 2024–2026, and subsequent monetary and fiscal policy developments remains uncertain. These factors have the potential to affect supply chains, energy markets, input costs, and pricing dynamics across numerous industries. Although energy prices moderated during June 2026, renewed geopolitical tensions have contributed to continued volatility in oil markets, increasing uncertainty regarding future inflation trends.
Previous wording
Housing and other services-related costs have continued to be primary contributors to overall inflation and constrain home purchase originations throughout 2025 and into 2026. While month-over-month increases in housing moderated at times, year-over-year measures remained elevated relative to historical levels, reflecting the lagged effects of prior rent increases and ongoing supply constraints. Higher financing costs have further exacerbated affordability challenges and suppressed transaction volumes. However, the Company believes that ongoing supply-demand imbalances may support increased residential construction over time, which could improve housing inventory and contribute to future mortgage market activity.
Current wording
Housing and other services-related costs continued to be primary contributors to underlying inflation during the first half of 2026 and continued to constrain residential mortgage originations. While shelter inflation has moderated from prior peak levels, housing affordability remains challenged by elevated home prices, limited housing inventory in many markets, and mortgage interest rates that remain well above historical averages. Higher financing costs have continued to suppress home purchase and refinance activity. Nevertheless, the Company believes that ongoing supply-demand imbalances and continued residential construction activity may improve housing inventory over time and contribute to future mortgage market activity.
Previous wording
For the period from October 1, 2025 through early May 2026, U.S. residential mortgage interest rates, as measured by the MORTGAGE30US published by the Federal Reserve Bank of St. Louis, remained elevated but trended modestly lower.
Current wording
For the period from October 1, 2025 through June 30, 2026, U.S. residential mortgage interest rates, as measured by the MORTGAGE30US series published by the Federal Reserve Bank of St. Louis, remained elevated despite moderating from the highs experienced during 2025.
Previous wording
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. The operating results of Nimble Title Holdings, LLC and its subsidiaries, and Bridgetown Spirits Corp. have been classified as discontinued operations during the three months ended March 31 2025.
Current wording
Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations or cash flows. The operating results of Nimble Title Holdings, LLC and its subsidiaries, and Bridgetown Spirits Corp. have been classified as discontinued operations during the six months ended June 30 2025.
Previous wording
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
Current wording
Three and Six Months Ended June 30, 2026 Compared to the Three and Six Months Ended June 30, 2025
Previous wording
Gain on sale of loans, net increased $1.0 million, or 125%, to $1.8 million for the three months ended March 31, 2026 compared to $0.8 million for the three months ended March 31, 2025 driven by increased loan originations and loan pricing.
Current wording
Gain on sale of loans, net increased $0.7 million, or 64%, to $1.8 million for the three months ended June 30, 2026 compared to $1.1 million for the three months ended June 30, 2025, and increased $1.7 million, or 89%, to $3.6 million for the six months ended June 30, 2026 compared to $1.9 million for the six months ended June 30, 2025. Both periods were driven by increased loan originations and loan pricing.
Previous wording
Loan origination fees increased $0.2 million, or 100%, to $0.4 million for the three months ended March 31, 2026 compared to $0.2 million for the three months ended March 31, 2025 driven by increased loan originations. The quantity of loan originations increased by 160, or 125%, to 288 for the three months ended March 31, 2026 compared to 128 for the three months ended March 31, 2025.
Current wording
Loan origination fees increased $0.2 million, or 100%, to $0.4 million for the three months ended June 30, 2026 compared to $0.2 million for the three months ended June 30, 2025, and increased $0.5 million, or 167%, to $0.8 million for the six months ended June 30, 2026 compared to $0.3 million for the six months ended June 30, 2025, driven by increased loan originations. The quantity of loan originations increased by 53, or 28%, to 240 for the three months ended June 30, 2026 compared to 187 for the three months ended June 30, 2025, and increased by 213, or 68%, to 528 for the six months ended June 30, 2026 compared to 315 for the six months ended June 30, 2025.
Previous wording
Compensation, commissions and benefits increased $0.9 million, or 43%, to $3.0 million for the three months ended March 31, 2026 compared to $2.1 million for the three months ended March 31, 2025 primarily driven by increased employee stock compensation expense of $0.6 million related to our 2025 Equity Incentive Plan, which was adopted in October of 2025, and an increase in commissions reflective of higher loan originations.
Current wording
Compensation, commissions and benefits increased $0.9 million, or 43%, to $3.0 million for the three months ended June 30, 2026 compared to $2.1 million for the three months ended June 30, 2025, and increased $1.9 million, or 45%, to $6.1 million for the six months ended June 30, 2026 compared to $4.2 million for the six months ended June 30, 2025. Both periods were primarily driven by increased employee stock compensation expense of $0.8 million for the three months and $1.4 million for the six months, and related to our 2025 Equity Incentive Plan, which was adopted in October of 2025.
Previous wording
General and administrative expenses were $1.9 million for both the three months ended March 31, 2026 and 2025 primarily driven by increased vendor and board of directors stock compensation expense of $0.2 million related to our 2025 Equity Incentive Plan, which was adopted in October of 2025 offset by decreased accounting fees of $0.1 million.
Current wording
General and administrative expenses decreased $0.2 million, or 14%, to $1.2 million for the three months ended June 30, 2026 compared to $1.4 million for the three months ended June 30, 2025, and decreased $0.1 million, or 3%, to $3.1 million for the six months ended June 30, 2026 compared to $3.2 million for the six months ended June 30, 2025. Both periods were primarily driven by decreased professional fees offset by increased vendor and board of directors stock compensation expense related to our 2025 Equity Incentive Plan, which was adopted in October of 2025.
Previous wording
Depreciation and amortization was $0.8 million for both the three months ended March 31, 2026 and 2025.
Current wording
Depreciation and amortization was $0.8 million for both the three months ended June 30, 2026 and 2025, and $1.6 million and $1.7 million for the six months ended June 30, 2026 and 2025, respectively.
Previous wording
Marketing and advertising increased $0.5 million, or 100%, to $1.0 million for the three months ended March 31, 2026 compared to $0.5 million for the three months ended March 31, 2025 primarily due to increased leads reflective of higher loan originations.
Current wording
Marketing and advertising increased $0.3 million, or 38%, to $1.1 million for the three months ended June 30, 2026 compared to $0.8 million for the three months ended June 30, 2025, and increased $0.9 million, or 69%, to $2.2 million for the six months ended June 30, 2026 compared to $1.3 million for the six months ended June 30, 2025. Both periods were primarily due to increased leads reflective of higher loan originations.
Previous wording
Other operating expenses increased $0.4 million, or 57%, to $1.1 million for the three months ended March 31, 2026 compared to $0.7 million for the three months ended March 31, 2025 primarily due to increased fees charged by investors of our loans, which is directly related to higher loan originations, and increased software service fees.
Current wording
Other operating expenses increased $0.5 million, or 100%, to $1.0 million for the three months ended June 30, 2026 compared to $0.5 million for the three months ended June 30, 2025, and increased $0.9 million, or 82%, to $2.0 million for the six months ended June 30, 2026 compared to $1.1 million for the six months ended June 30, 2025. Both periods were primarily due to increased fees charged by investors of our loans, which is directly related to higher loan originations, and increased software service fees.
Previous wording
Interest expense, exclusive of the warehouse line of credit, was $1.9 million for the three months ended March 31, 2025 related to interest on debt and the amortization of debt and warrant related expenses.
Current wording
Interest expense, exclusive of the warehouse line of credit, was $0.4 million and $1.9 million for the three and six months ended June 30, 2025 related to interest on debt and the amortization of debt and warrant related expenses, respectively.
Previous wording
We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, (gain) loss on extinguishment of debt, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.
Current wording
We calculate adjusted EBITDA as net income (loss) adjusted for the impact of interest expense, depreciation and amortization expense, gain on remeasurement of previously held equity interest, net loss from discontinued operations, stock-based compensation expense, and other non-recurring or non-core operational expenses.
Previous wording
The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the three months ended March 31, 2026 and 2025 (unaudited):
Current wording
The following table presents a reconciliation of net income (loss) to adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (unaudited):
Previous wording
Net cash used in operating activities of continuing operations increased from $1.4 million for the three months ended March 31, 2025 to $3.6 million for the three months ended March 31, 2026 primarily due to changes in working capital.
Current wording
Net cash used in operating activities of continuing operations decreased from $5.6 million for the six months ended June 30, 2025 to $1.5 million for the six months ended June 30, 2026 primarily due to increased origination volume related to an increase availability of $25 million in our warehouse lines of credit.
Previous wording
For the three months ended March 31, 2026 and 2025, net cash used in investing activities were flat at $0.1 million.
Current wording
For the six months ended June 30, 2026 and 2025, net cash used in investing activities were flat.
Previous wording
For the three months ended March 31, 2026, net cash provided by financing activities of continuing operations was $2.5 million primarily from $1.6 million raised from net equity transactions and borrowings of $0.9 million from the warehouse lines. For the three months ended March 31, 2025, net cash provided by financing activities of continuing operations was $1.8 million primarily from equity transactions, offset by repayments of our warehouse line and secured credit facilities.
Current wording
For the six months ended June 30, 2026, net cash used in financing activities of continuing operations was $0.1 million from net repayments under the warehouse lines of credit of $4.1 million related to adding two warehouse lines of credit of $5.0 million each in October 2025, offset by $4.1 million raised from equity transactions. For the six months ended June 30, 2025, net cash provided by financing activities of continuing operations was $10.9 million primarily from $15.8 million raised from equity transactions, offset by repayments of $0.9 million of the warehouse line and $4.1 million of secured credit facilities.
Previous wording
**Liquidity.**Our primary sources of liquidity consist of cash and cash equivalents and equity offerings. Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of May 8, 2026, the Company had approximately $1.2 million in cash, including $0.9 million we raised subsequent to March 31, 2026 as described below.
Current wording
**Liquidity.**Our primary sources of liquidity consist of cash and cash equivalents and equity offerings. Cash generation may fluctuate due to various factors, including seasonality, timing of loan originations and repayments, market conditions, and our ability to execute strategic asset sales or dispositions. As of August 14, 2026, the Company had approximately $1.7 million in cash as described below.
Previous wording
For the three months ended March 31, 2026, the Company sold 444,444 shares of common stock for gross proceeds of $1.0 million under the ELOC Agreement. Subsequent to March 31, 2026, the Company further sold 300,000 shares of common stock for gross proceeds of $0.6 million.
Current wording
For the six months ended June 30, 2026, we sold 2,114,575 shares of common stock for gross proceeds of $3.2 million under the ELOC Agreement. Subsequent to June 30, 2026, we further sold 113,045 shares of common stock for gross proceeds of $0.1 million.
Previous wording
During three months ended March 31, 2026, the Company sold 163,112 shares for gross proceeds of $0.5 million under an at the market offering. Subsequent to March 31, 2026, the Company further sold 155,056 shares of common stock for gross proceeds of $0.3 million.
Current wording
During six months ended June 30, 2026, we sold 318,168 shares for gross proceeds of $0.8 million under an at the market offering. Subsequent to June 30, 2026, we further sold 36,087 shares of common stock for gross proceeds of $37,912.
Previous wording
The Company does not have sufficient cash resources to meet its working capital needs for the next 12 months. The Company expects it needs to raise approximately $6 million to meet its internal cash requirements. The availability of additional financing will be largely dependent on our common stock price and liquidity as we utilize our ELOC and ATM Agreements as well as on our operating success, including improved margins as well as operational improvements, which will be necessary to attract investors. However, there can be no assurance that the Company will be successful in securing the necessary capital on favorable terms, or at all. The Company has no material off-balance sheet arrangements as of the date of this Report.
Current wording
We do not have sufficient cash resources to meet our working capital needs for the next 12 months. We expect we need to raise at least $6 million to meet our internal cash requirements. The availability of additional financing will be largely dependent on our common stock price and liquidity as we utilize our ELOC and ATM Agreements as well as on our operating success, including improved margins as well as operational improvements, which will be necessary to attract investors. However, there can be no assurance that we will be successful in securing the necessary capital on favorable terms, or at all. We have no material off-balance sheet arrangements as of the date of this Report.
Previous wording
Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The critical accounting policies and practices used by the Company in the financial statements for the three months ended March 31, 2026 relate to the policies and practices the Company uses to account for:
Current wording
Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results, and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The critical accounting policies and practices used by the Company in the consolidated financial statements for the six months ended June 30, 2026 relate to the policies and practices the Company uses to account for:
Previous wording
The Company receives a consulting fee related to certain agreed upon services provided to TYTL. Revenue is recognized on a monthly basis as the services are performed. Other revenues also include fees received from a marketing partner.
Current wording
The Company receives a consulting fee related to certain agreed upon services provided to TYTL , a related party. Revenue is recognized on a monthly basis as the services are performed. Other revenues also include fees received from a marketing partner.