Beeline (BLNE) CEO Nicholas Liuzza Acquires $500K Convertible Note

What Happened Nicholas Reyland Liuzza Jr., CEO of Beeline Holdings, Inc. (BLNE), acquired a convertible note from the company on August 12, 2026. The Form 4 reports a purchase (code P) of a derivative instrument valued at $500,000; no immediate shares were issued (shares reported as N/A) because conversion is scheduled for a future date.

Key Details

• Transaction date: August 12, 2026 (Form 4 filed August 14, 2026).
• Transaction type/value: Purchase (P) of a convertible note, $500,000 principal.
• Shares acquired: N/A on the Form 4 (derivative instrument; conversion pending).
• Conversion terms (per footnote): The note will automatically convert at 4:00 pm ET on August 19, 2026 at the higher of (i) $1.50 per share or (ii) the 5-day VWAP (regular hours) beginning August 12, 2026.
• Exemption/approval: The shares issuable upon conversion are exempt from Section 16(b) under Rule 16b-3 because the convertible note was approved by the issuer’s board.
• Filing timeliness: Filed within the typical 2-business-day window (appears timely).
• Shares owned after transaction: Not specified on the Form 4 (conversion will create common shares on the conversion date if converted).

Context This was a purchase of a convertible debt instrument, not an immediate stock purchase. Upon automatic conversion on Aug 19 (if and when conversion triggers), common shares will be issued based on the stated conversion price formula. Board approval and the Rule 16b-3 exemption mean the transaction is treated differently for short-swing profit rules than a standard open-market stock purchase.