BLUM HOLDINGS, INC. Files 8-K for Material Agreement

TL;DR

BLUM HOLDINGS, INC. just filed an 8-K for a material definitive agreement as of Dec 31, 2024.

AI Summary

On December 31, 2024, BLUM HOLDINGS, INC. entered into a material definitive agreement. The company, incorporated in Delaware with its principal executive offices in Santa Ana, California, filed this 8-K report on January 7, 2025. The filing pertains to the company's fiscal year ending December 31, 2024.

Why It Matters

This filing indicates a significant event for BLUM HOLDINGS, INC., likely involving a new contract or partnership that could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, but the specific nature of the agreement is not detailed in this initial filing.

Key Numbers

• 000-56626 — SEC File Number (Identifies the company's filing with the SEC.)
• 93-3735199 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• BLUM HOLDINGS, INC. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• January 7, 2025 (date) — Filing date
• Santa Ana, California (location) — Principal executive offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $800,000 — missory Note in the principal amount of $800,000 (the "A&R Note") to Douglas Rosenberg (
• $400,000 — missory Note in the principal amount of $400,000 dated as of November 12, 2024. Mr. Rose
• $10,000,000 — ancing with proceeds to Blm of at least $10,000,000 or such lesser amount as approved by Le
• $30,000,000 — cing and (y) the price represented by a $30,000,000 pre-money valuation of Blm (the "Conver
• $6,165,050 — Adnant, LLC ("Adnant") in the amount of $6,165,050 pursuant to the terms of the Engagement
• $1.62 — of the Company at a price per share of $1.62 (representing a per share price equal t
• $1.90 — nting a per share price equal to 85% of $1.90) for an aggregate number of shares of 3
• $250,000 — and the service fee was decreased from $250,000 to $75,000, which shall be payable mont
• $75,000 — vice fee was decreased from $250,000 to $75,000, which shall be payable monthly subject

Filing Documents

• blmh20250107_8k.htm (8-K) — 33KB
• ex_763057.htm (EX-10.1) — 30KB
• ex_763058.htm (EX-10.2) — 22KB
• ex_763059.htm (EX-10.3) — 59KB
• footer.jpg (GRAPHIC) — 10KB
• logo.jpg (GRAPHIC) — 4KB
• 0001437749-25-000652.txt ( ) — 308KB
• blmh-20241231.xsd (EX-101.SCH) — 3KB
• blmh-20241231_def.xml (EX-101.DEF) — 10KB
• blmh-20241231_lab.xml (EX-101.LAB) — 14KB
• blmh-20241231_pre.xml (EX-101.PRE) — 10KB
• blmh20250107_8k_htm.xml (XML) — 2KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Unsecured Note Financing On December 31, 2024, Blum Holdings, Inc. ("Blm" or the "Company") executed and delivered an Amended and Restated Unsecured Promissory Note in the principal amount of $800,000 (the "A&R Note") to Douglas Rosenberg (the "Lender") amending and restating that certain Unsecured Promissory Note in the principal amount of $400,000 dated as of November 12, 2024. Mr. Rosenberg is the Co-Founder and CEO of Mesh Ventures and Co-Founder of 1212 Ventures, both of which hold significant investments in Cookies Creative Productions & Consulting, Inc. ("Cookies"). Blm, through its subsidiary, operates a Cookies-branded store. Additionally, Blm partners with Cookies to participate in events such as Hall of Flowers and the Emerald Cup. Sabas Carrillo, the CEO of Blm, served as Chief Financial Officer of Cookies from 2018 to 2020. Sabas is also a Co-Founder, Board Member and CFO at Mesh Ventures, and a General Partner and Limited Partner at both Mesh Ventures and 1212 Ventures. The A&R Note has a maturity date of December 31, 2026 with no interest accruing except for default interest and no prepayment penalty. The A&R Note is convertible at the Lender's election into a convertible promissory note that shall include (i) an automatic conversion into the shares of capital stock issued by Blm in its next bona fide equity financing with proceeds to Blm of at least $10,000,000 or such lesser amount as approved by Lender at a conversion price equal to the lesser of (x) 85% of the lowest price paid by the cash investors in such financing and (y) the price represented by a $30,000,000 pre-money valuation of Blm (the "Conversion Rate"). The foregoing description of the Unsecured Promissory Note does not purport to be complete and is qualified in its entirety by reference to the full text of such Unsecured Promissory Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by ref

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1 Amended and Restated Unsecured Promissory Note. 10.2 Debt Conversion Agreement. 10.3* Amended and Restated Engagement Letter between the Company and Adnant dated January 1, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). * Portions of the exhibit have been omitted. 2

SIGNATURES

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. BLUM HOLDINGS, INC. Date: January 7, 2025 By: /s/ Sabas Carrillo Sabas Carrillo Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR