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

TL;DR

Blum Holdings filed an 8-K on Jan 31, 2025, reporting a material definitive agreement.

AI Summary

On January 31, 2025, BLUM HOLDINGS, INC. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements. The company is incorporated in Delaware and its principal executive offices are located in Santa Ana, California.

Why It Matters

This 8-K filing indicates a significant new agreement for Blum Holdings, Inc., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood by the market.

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 31, 2025 (date) — Date of earliest event reported
• Santa Ana, California (location) — Principal executive offices
• Delaware (location) — State of incorporation

FAQ

Key Financial Figures

• $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

• blmh20250203_8k.htm (8-K) — 32KB
• ex_774716.htm (EX-10.1) — 52KB
• ex_774717.htm (EX-10.2) — 45KB
• ex_774718.htm (EX-10.3) — 26KB
• ex_774715.htm (EX-99.1) — 13KB
• 0001437749-25-002767.txt ( ) — 321KB
• blmh-20250131.xsd (EX-101.SCH) — 3KB
• blmh-20250131_def.xml (EX-101.DEF) — 10KB
• blmh-20250131_lab.xml (EX-101.LAB) — 14KB
• blmh-20250131_pre.xml (EX-101.PRE) — 10KB
• blmh20250203_8k_htm.xml (XML) — 2KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 31, 2025, Blum Holdings, Inc. (the "Company" or "Blm") entered into a binding letter of intent (the "LOI") with a third party seller ("Seller") which sets forth the terms and conditions of a proposed transaction (the "Proposed Transaction"), pursuant to which the Company's wholly owned subsidiary will acquire 100% of the common stock of a target entity (the "Target"), which 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 may be payable in cash or stock on the first anniversary following the date of closing. In connection with the Proposed Transaction, Blum Management Holdings, Inc. (the "Holder") entered into a senior secured convertible promissory note in the original principal amount of $500,000 (the "Note"). The Note earns interest at a rate of 8% per annum and matures on March 31, 2025. At the Holder's option, the Note may be converted into Class A and/or Class B shares of the Target, based on a Target valuation of $2,000,000, subject to decrease pursuant to certain Performance-Based Tranche Reductions as defined and described in the LOI. The Note provides for certain events of default that are typical for a transaction of this type, including, among other things, any breach of the representations, warranties or affirmative covenants made by the Target in the Note and Security Agreement (defined below). In connection with the issuance of the Note, the Holder and the Target entered into a security agreement (the "Security Agreement")

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On February 4, 2025, the Company issued a press release regarding a binding letter of intent with the Target. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1* Binding Letter of Intent. 10.2* Senior Secured Promissory Note, dated January 31, 2025. 10.3* Security Agreement, dated January 31, 2025. 99.1 Press Release dated February 4, 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: February 4, 2025 By: /s/ Sabas Carrillo Sabas Carrillo Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR