Blüm Holdings Announces $3.05 Million Debt Conversion

Rhea-AI Summary

Blüm Holdings (OTCQB: BLMH) announced that on December 31, 2025 it converted approximately $3.05 million of outstanding indebtedness plus accrued interest into common stock at a fixed price of $0.98 per share, representing 85% of a $20.9 million pre-money fully diluted valuation. The conversion resulted in issuance of 3,248,547 shares and cancellation of the converted debt.

In connection with the transaction, Blüm executed a $525,000 senior secured promissory note bearing 8.0% interest, maturing on December 31, 2027, secured by substantially all company assets and prepaid without penalty; related warrants from prior notes were cancelled.

Positive

• Eliminated approximately $3.05M of outstanding debt
• Issued 3,248,547 shares to satisfy legacy obligations
• Cancelled warrants previously issued with prior notes
• New note is prepayable at any time without penalty

Negative

• Issued shares imply investor dilution via 3,248,547 new shares
• Conversion price $0.98 may dilute existing holders' ownership
• New $525,000 senior secured note is secured by company assets
• Senior note carries 8.0% annual interest until Dec 31, 2027

DOWNEY, Calif., Jan. 07, 2026 (GLOBE NEWSWIRE) -- Blum Holdings, Inc. (OTCQB: BLMH) (the “Company,” “Blüm,” “Blüm Holdings,” “we” or “us”), a California-based publicly traded holding company, today announced that on December 31, 2025 certain outstanding indebtedness of the Company, together with accrued interest, totaling approximately $3.05 million, was converted into shares of the Company’s common stock pursuant to a previously executed Debt Conversion Agreement.

The conversion was completed at a fixed price of $0.98 per share, representing 85% of a $20.9 million pre-money valuation on a fully diluted basis. As a result of the transaction, Blüm issued 3,248,547 shares of common stock, and the converted debt was cancelled and satisfied in full.

The transaction eliminates a meaningful portion of legacy unsecured obligations from the Company’s balance sheet and further simplifies its capital structure.

In connection with the transaction, Blüm also executed a $525,000 senior secured promissory note consolidating two previously issued and expired unsecured notes. The new note bears interest at 8.0% per annum, matures on December 31, 2027, is secured by substantially all of the Company’s assets, and may be prepaid at any time without penalty. Warrants previously issued in connection with the prior notes were cancelled.

“These actions reflect continued progress in simplifying our capital structure and reducing legacy obligations,” said Sabas Carrillo, Chief Executive Officer of Blüm Holdings.

Additional details regarding the transactions are included in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.

About Blüm Holdings

Blüm Holdings is a leader in the cannabis sector. Our commitment to quality, innovation, and customer service makes us a trusted name in the cannabis industry, dedicated to shaping its future. Blüm Holdings, through its subsidiaries, operates leading dispensaries throughout California as well as several leading company-owned brands including Korova, known for its high potency products across multiple product categories, including the legendary 1000 mg THC Black Bar. As both a holding company and a marketing platform, Blüm aims to leverage its growing ecosystem to accelerate customer and retail investor acquisition, increase brand awareness, and create value across its portfolio.

For more info, please visit: https://blumholdings.com or follow us on Instagram.

Contact:
Jason Assad
LR Advisors LLC.
jassad@blumholdings.com
678-570-6791

Cautionary Language Concerning Forward-Looking Statements

Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding management's intentions, plans, beliefs, expectations, or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. The Company uses words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on the Company’s expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors.

New factors emerge from time-to-time and it is not possible for the Company to predict all such factors, nor can the Company assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the combination, will be more fully discussed in the Company’s reports with the SEC. Additional risks and uncertainties are identified and discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to the Company as of the date of this release. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release.

FAQ

What debt did Blüm Holdings (BLMH) convert on December 31, 2025?

Blüm converted approximately $3.05 million of outstanding indebtedness plus accrued interest into common stock at $0.98 per share.

How many shares did Blüm (BLMH) issue in the December 31, 2025 conversion?

Blüm issued 3,248,547 shares of common stock to satisfy the converted debt.

What are the terms of the new senior secured note Blüm (BLMH) executed?

The company executed a $525,000 senior secured note at 8.0% interest, maturing on December 31, 2027, secured by substantially all assets and prepayable without penalty.

How did the debt conversion affect Blüm Holdings' capital structure (BLMH)?

The conversion canceled the converted debt, reduced legacy unsecured obligations, and simplified the company's capital structure while increasing outstanding shares.

Were any warrants affected by Blüm Holdings' debt conversion (BLMH)?

Yes, warrants previously issued in connection with the prior notes were cancelled as part of the transactions.