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

TL;DR

BLUM HOLDINGS, INC. dropped an 8-K detailing new debt, equity sales, and material agreements.

AI Summary

On December 1, 2025, BLUM HOLDINGS, INC. entered into a material definitive agreement. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and equity sales, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, which carry inherent risks related to financial commitments and share dilution.

Key Players & Entities

• BLUM HOLDINGS, INC. (company) — Registrant
• December 1, 2025 (date) — Date of earliest event reported
• 3238410046 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $200,000 — missory Note in the principal amount of $200,000 (the "December 1st Note") to an accredi
• $20,900,000 — at a conversion price equal to 85% of a $20,900,000 pre-money valuation of Blm (equal to a
• $0.98 — n of Blm (equal to a per share price of $0.98 on a fully diluted basis). The Company
• $0.35 — s common stock, at an exercise price of $0.35 per share. The Unsecured Promissory Not
• $500,000 — missory Note in the principal amount of $500,000 (the "December 3rd Note") to the Lender
• $100,000 — missory Note in the principal amount of $100,000 (the "December 4th Note") to the Lender

Filing Documents

• blmh20251203_8k.htm (8-K) — 43KB
• ex_894962.htm (EX-10.1) — 29KB
• ex_894963.htm (EX-10.2) — 29KB
• ex_894964.htm (EX-10.3) — 29KB
• ex_894965.htm (EX-10.4) — 30KB
• ex_894966.htm (EX-10.5) — 29KB
• ex_894967.htm (EX-10.6) — 74KB
• ex_894968.htm (EX-10.7) — 74KB
• ex_894969.htm (EX-10.8) — 74KB
• ex_894970.htm (EX-10.9) — 73KB
• ex_894971.htm (EX-10.10) — 74KB
• 0001437749-25-037019.txt ( ) — 819KB
• blmh-20251201.xsd (EX-101.SCH) — 3KB
• blmh-20251201_def.xml (EX-101.DEF) — 10KB
• blmh-20251201_lab.xml (EX-101.LAB) — 14KB
• blmh-20251201_pre.xml (EX-101.PRE) — 10KB
• blmh20251203_8k_htm.xml (XML) — 2KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 1, 2025, Blum Holdings, Inc. ("Blm" or the "Company") executed and delivered an Unsecured Promissory Note in the principal amount of $200,000 (the "December 1st Note") to an accredited investor, who is a related person under Regulation S-K (the "Lender"). The December 1st Note has a maturity date of September 26, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on March 31, 2026. The Company may prepay the principal balance in full at any time without penalty. The December 1st Note is convertible at the Lender's election into a convertible promissory note that shall include an automatic conversion into the shares of capital stock issued by Blm at a conversion price equal to 85% of a $20,900,000 pre-money valuation of Blm (equal to a per share price of $0.98 on a fully diluted basis). The Company shall grant to the Lender warrants to purchase up to 228,571 shares of the Company's common stock, at an exercise price of $0.35 per share. The Unsecured Promissory Note dated December 1, 2025 is a formal agreement for the advance payment of $200,000 received on September 26, 2025 as disclosed in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. On December 2, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $200,000 (the "December 2nd Note") to the Lender. The December 2nd Note has a maturity date of October 30, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on March 31, 2026. The Company may prepay the principal balance in full at any time without penalty. The December 2nd Note is convertible at the Lender's election into a convertible promissory note that shall include an automatic conversion into the shares of capital stock issued by Blm at a conversion price equal to 85% of a $20,900,000 pre-money valuation of Blm (equal to a per share price of

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. On December 1, 2025, in connection with the December 1st Note, the Company issued warrants to purchase up to 228,571 shares of Common Stock with an exercise price of $0.35 per share to the Lender. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 8, 2028 upon which the warrants shall be automatically exercised on a cashless basis. On December 2, 2025, in connection with the December 2nd Note, the Company issued warrants to purchase up to 228,571 shares of Common Stock with an exercise price of $0.35 per share to the Lender. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 2, 2028 upon which the warrants shall be automatically exercised on a cashless basis. On December 3, 2025, in connection with the December 3rd Note, the Company issued warrants to purchase up to 571,429 shares of Common Stock with an exercise price of $0.35 per share to the Lender. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 3, 2028 upon which the warrants shall be automatically exercised on a cashless basis. On December 4, 2025, in connection with the December 4th Note, the Company issued warrants to purchase up to 114,286 shares of Common Stock with an exercise price of $0.35 per share to the Lender. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 4, 2028 upon which the warrants shall be automatically exercised on a cashless basis. On December 5, 2025, in connection with the December 5

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1 Form of Unsecured Promissory Note, dated December 1, 2025. 10.2 Form of Unsecured Promissory Note, dated December 2, 2025. 10.3 Form of Unsecured Promissory Note, dated December 3, 2025. 10.4 Form of Unsecured Promissory Note, dated December 4, 2025. 10.5 Form of Unsecured Promissory Note, dated December 5, 2025. 10.6 Form of Common Stock Purchase Warrant, dated December 1, 2025. 10.7 Form of Common Stock Purchase Warrant, dated December 2, 2025. 10.8 Form of Common Stock Purchase Warrant, dated December 3, 2025. 10.9 Form of Common Stock Purchase Warrant, dated December 4, 2025. 10.10 Form of Common Stock Purchase Warrant, dated December 5, 2025. 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: December 5, 2025 By: /s/ Sabas Carrillo Sabas Carrillo Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR