Form 4: Beeline Holdings CEO Boosts Stake with $151,000 Investment in Preferred Stock and Warrants

Beeline Holdings, Inc.'s CEO, Nicholas Reyland Liuzza Jr., has significantly increased his beneficial ownership through the purchase of common stock, convertible preferred stock, and warrants, totaling a new investment of $151,000.

Summary

• Nicholas Reyland Liuzza Jr., CEO, Director, and 10% Owner of Beeline Holdings, Inc. (BLNE), reported multiple transactions on June 13, 2025.
• He directly acquired 113,500 shares of Common Stock through several purchases at prices ranging from $0.6573 to $0.6631 per share.
• Following these transactions, his direct beneficial ownership of Common Stock increased to 1,881,548 shares.
• He also holds 223,716 shares indirectly through the Nicholas R. Liuzza Jr. Trust 2020.
• The CEO purchased 296,078 shares of Series G Convertible Preferred Stock, convertible into common stock at $1.67 per share, and 145,797 warrants to purchase common stock at an exercise price of $0.66, with a five-year term.
• The total investment for these Series G Preferred Stock and warrants on this date was $151,000.
• This new investment brings his total investment in Series G and accompanying warrants to $4,048,159, including prior purchases of $3,897,159.

Sentiment

Score: 8

Explanation: The sentiment is positive due to significant insider buying by the CEO, indicating strong confidence in the company. The substantial personal investment of over $4 million cumulatively is a strong signal. However, the presence of price protection adjustments and the requirement for shareholder approval for conversions/exercises introduce minor uncertainties, preventing a perfect score.

Positives

• Significant insider buying by the CEO, Director, and 10% owner, indicating strong confidence in the company's future.
• The CEO's direct beneficial ownership of common stock increased by 113,500 shares to 1,881,548 shares.
• A substantial personal investment of $151,000 in Series G Convertible Preferred Stock and warrants, contributing to the company's capital.
• Total investment by the CEO in Series G and accompanying warrants now stands at over $4 million ($4,048,159), demonstrating long-term commitment.

Risks

• Common stock amounts derived from Series G conversion and warrant exercise are subject to price protection adjustment provisions, which could lead to further adjustments if the company sells common stock or equivalents at lower prices.
• The company may need to obtain waivers from holders for these adjustment provisions.
• Conversion of Series G Preferred Stock and exercise of warrants are subject to shareholder approval as and to the extent required by Nasdaq Capital Market rules, introducing a contingency.

Future Outlook

The document indicates that future conversions of Series G Preferred Stock and exercise of warrants are contingent on shareholder approval as per Nasdaq Capital Market rules, and common stock amounts may be subject to price protection adjustments based on future equity sales.

Management Comments

• The reporting person is trustee of the trust, and members of the reporting person's immediate family are beneficiaries of the trust.
• The preferred stock is perpetual and therefore has no expiration date.
• The reporting person paid a purchase price of $151,000 for the Series G and accompanying warrants.
• The reporting person had previously purchased $3,897,159 of Series G and accompanying warrants in transactions prior to June 13, 2025 as previously reported on prior Form 4s, for a total investment in the Series G and accompanying warrants of $4,048,159.
• Common stock amounts give effect to price protection adjustment provisions, which may be subject to further adjustments based on lower priced sales of common stock or common stock equivalents by the Company or if the Company obtains waivers to such adjustment provisions from the holders of these securities.
• Conversions of Series G and exercise of warrants are subject to shareholder approval as and to the extent required by the rules of The Nasdaq Capital Market.
• Represents common stock purchase warrants having a five-year term, which were purchased pursuant to the Securities Purchase Agreement referred to in footnote (2).

Industry Context

This Form 4 filing details an insider transaction, specifically a significant purchase by the CEO. While not directly related to broader industry trends, such insider confidence can be a positive signal within the company's specific sector, suggesting management believes the company is undervalued or has strong future prospects relative to its peers.

Related Party Transactions

• The transactions involve the CEO, Nicholas Reyland Liuzza Jr., purchasing securities from Beeline Holdings, Inc., which constitutes a related party transaction.
• Indirect ownership is held through the Nicholas R. Liuzza Jr. Trust 2020, where the reporting person is trustee and immediate family members are beneficiaries.

Stakeholder Impact

• Shareholders: The significant insider buying by the CEO could be viewed positively, signaling management's belief in the company's value. However, potential dilution from future conversions/exercises and the impact of price protection adjustments could affect existing shareholders. The requirement for shareholder approval for conversions/exercises gives existing shareholders a say.
• Company (Beeline Holdings, Inc.): Receives capital injection from the CEO's investment, which can be used for operations or strategic initiatives.

Next Steps

• Shareholder approval will be required for the conversion of Series G Preferred Stock and the exercise of warrants, as mandated by Nasdaq Capital Market rules.
• Potential future adjustments to common stock amounts based on price protection provisions if the company issues equity at lower prices.

Key Dates

Recommendation

Keywords

Beeline Holdings, BLNE, SEC Form 4, Insider Buying, Nicholas Reyland Liuzza Jr., CEO, Director, 10% Owner, Common Stock, Convertible Preferred Stock, Warrants, Beneficial Ownership, Securities Purchase Agreement, Nasdaq Capital Market