UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 5, 2026

BLUE LINE HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Colorado 000-56801 99-3114735
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)

18 Lakewood Blvd.

Lynbrook, NY 11563

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (516) 776-3349

(Former name or former address if changed since last report)

Check appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-14(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
None N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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ITEM 2.03Creation 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 9.01Financial 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