UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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| ITEM 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On August 5, 2026, the Company entered into a loan agreement for total proceeds of $15,000, which will be utilized for general working capital. Under the terms of the loan agreement, the Company will issue a total of 35,000 common shares and repay the loan in full by February 28, 2027.
On August 5, 2026, the Company entered into amending loan agreements for existing loans with total principal of $50,000, that extended the due dates of the loans from June 30, 2026 to February 28, 2027. Under the terms of the amending loan agreements, the Company will issue a total of 20,000 common shares.
| ITEM 3.02. | Unregistered Sales of Equity Securities. |
See Item 2.03 of this report.
The Company relied upon the exemption provided by Section 4(a)(2) of the Securities Act of 1933 with respect to the issuance of these shares. The persons who acquired these shares were sophisticated investors and were provided full information regarding the Company’s business and operations. There was no general solicitation in connection with the offer or sale of these securities. The persons who acquired these shares acquired them for their own accounts. The certificates representing these shares will bear a restricted legend which provides they cannot be sold except pursuant to an effective registration statement or an exemption from registration. No commission or other form of remuneration was given to any person in connection with the issuance of these shares.
| ITEM 9.01 | Financial Statements and Exhibits |
| Exh. No. | Description | |
| 10.3 | Loan Agreement with Michael McGrath | |
| 10.4 | Amending Loan Agreement with Kilkeel Capital Corp. | |
| 10.5 | Amending Loan Agreement with Rain Communications Corp. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 6, 2026 | ||
| BLUE LINE HOLDINGS, INC. | ||
| By: | /s/ Joseph C. Henn | |
| Joseph C. Henn, Chief Executive Officer | ||