BLUM HOLDINGS, INC. Files 8-K for Other Events

TL;DR

BLUM HOLDINGS, INC. filed an 8-K on Jan 8th covering other events and financials.

AI Summary

On January 8, 2025, BLUM HOLDINGS, INC. filed an 8-K report detailing other events and financial statements. The company, incorporated in Delaware with its principal executive offices in Santa Ana, California, operates in the miscellaneous retail sector. The filing was made public on January 15, 2025.

Why It Matters

This 8-K filing provides an update on significant events and financial information for BLUM HOLDINGS, INC., which is crucial for investors to assess the company's current status and future prospects.

Risk Assessment

Risk Level: low — This filing is a routine 8-K report detailing corporate events and financial statements, with no immediate indication of significant financial distress or major operational changes.

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
• January 8, 2025 (date) — Date of earliest event reported
• January 15, 2025 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• Santa Ana, California (location) — Principal executive offices
• 5900 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $100,000 — es in the aggregate principal amount of $100,000 (the "Notes") amongst four separate inv
• $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 Company
• $0.64 — Common Stock"), at an exercise price of $0.64 per share. The foregoing description o
• $2,000,000 — n for the Proposed Transaction shall be $2,000,000 comprised of: (i) $1,300,000 payable in
• $1,300,000 — n shall be $2,000,000 comprised of: (i) $1,300,000 payable in cash at closing, (ii) $200,0
• $200,000 — 00,000 payable in cash at closing, (ii) $200,000 payable in cash or stock at the Seller'
• $500,000 — lection subject to earn-outs, and (iii) $500,000 payable in shares of the Company's Comm
• $1 — 's Common Stock at a per share price of $1.90, which shall be issued at closing an

Filing Documents

• blmh20250114_8k.htm (8-K) — 30KB
• ex_766286.htm (EX-10.1) — 27KB
• 0001437749-25-001225.txt ( ) — 185KB
• blmh-20250108.xsd (EX-101.SCH) — 3KB
• blmh-20250108_def.xml (EX-101.DEF) — 10KB
• blmh-20250108_lab.xml (EX-101.LAB) — 14KB
• blmh-20250108_pre.xml (EX-101.PRE) — 10KB
• blmh20250114_8k_htm.xml (XML) — 2KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 8, 2025, Blum Holdings, Inc. ("Blm" or the "Company") executed and delivered Unsecured Promissory Notes in the aggregate principal amount of $100,000 (the "Notes") amongst four separate investors (the "Lenders"). The Notes have a maturity date of December 30, 2026 with no interest accruing except for default interest and no prepayment penalty. The Notes are convertible at the Lenders' individual 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 Lenders 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 Company shall grant to the Lenders warrants to purchase, in the aggregate, up to 7,812 shares of the Company's Common Stock (the "Common Stock"), at an exercise price of $0.64 per share. The foregoing description of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Note, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

01. Other Events

Item 8.01. Other Events. On January 8, 2025, the Company entered into a non-binding letter of intent (the "Letter of Intent") with a third party seller ("Seller"). The Letter of Intent outlines the general terms and conditions of a proposed transaction pursuant to which the Company, via a newly formed subsidiary Blm Acquisition Co., will acquire 100% of the common stock of Seller (the "Proposed Transaction"). Seller owns and operates a licensed cannabis dispensary in Northern California. The total consideration for the Proposed Transaction shall be $2,000,000 comprised of: (i) $1,300,000 payable in cash at closing, (ii) $200,000 payable in cash or stock at the Seller's election subject to earn-outs, and (iii) $500,000 payable in shares of the Company's Common Stock at a per share price of $1.90, which shall be issued at closing and held in escrow, subject to a 12-month holdback. In addition, performance-based bonus awards shall be payable in cash or stock as mutually agreed based on milestone requirements for 2025. The Proposed Transaction structure is yet to be determined based on the due diligence findings as well as business, legal, tax, accounting and other considerations. Each of the parties' obligations to close the Proposed Transaction will be subject to customary conditions and other conditions agreed to by the parties to be included in the definitive agreements for the Proposed Transaction, including but not limited to the receipt of all necessary approvals and consents required by each party to complete the Proposed Transaction. The Proposed Transaction is subject to the execution of definitive agreements. No assurances can be made that the Company will successfully negotiate and enter into definitive agreements for the Proposed Transaction or that the Company will be successful in completing the Proposed Transaction.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1 Form of Unsecured Promissory Note. 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document). 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 15, 2025 By: /s/ Sabas Carrillo Sabas Carrillo Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR