Blum Holdings SEC Filings

Blum Holdings, Inc. disclosed that it has closed the acquisition of all outstanding equity of a cannabis retail dispensary located in the Bay Area. This means the company now fully owns that dispensary business. The update was shared through a press release dated December 18, 2025, which is included as an exhibit to the report and incorporated by reference for more detail.

The information is furnished under a Regulation FD disclosure item, so it is intended to provide equal access to this operational update without being treated as filed financial information under securities laws.

Blum Holdings, Inc. entered into a series of unsecured promissory notes with a related accredited investor between December 1 and December 5, 2025, for principal amounts of $200,000, $200,000, $500,000, $100,000, and $500,000. The notes mature between late 2027 dates, bear 8.0% annual interest payable monthly starting March 31, 2026, and may be prepaid at any time without penalty.

Each note is convertible at the lender’s election into a convertible promissory note that provides for automatic conversion into Blüm capital stock at a price equal to 85% of a $20,900,000 pre-money valuation, or $0.98 per share on a fully diluted basis. In connection with these financings, the company issued common stock purchase warrants with an exercise price of $0.35 per share for up to 228,571, 228,571, 571,429, 114,286, and 571,429 shares, respectively, generally exercisable until various dates in December 2028 and automatically exercised on a cashless basis at expiration if the underlying shares remain unregistered.

Blum Holdings, Inc. (BLMH) reported that effective November 17, 2025, director Matthew Barron resigned from its Board of Directors. He also stepped down from his role on the Company’s Audit Committee.

The Company stated that Mr. Barron’s resignation was not due to any disagreement with Blum Holdings regarding its operations, policies, or practices. No other leadership or financial changes were disclosed in this report.

BLUM Holdings, Inc. reported an insider debt-for-equity conversion and share issuance involving its CEO. On 11/13/2025, accounts payable of $1,500,000 owed by the company to Adnant, LLC were converted into 1,530,612 shares of common stock at a price of $0.98 per share. On the same date, the company also issued 2,482,308 additional common shares to Adnant under a Debt Conversion Agreement dated 12/30/2024 at the same per-share price. Following these transactions, Adnant held 8,945,074 shares of common stock indirectly for the reporting person, along with 3,571,429 shares of Series V Preferred Stock and 595,238 warrants to purchase common stock. Each Series V Preferred share is convertible into one-third of a common share beginning one year after issuance and will automatically convert on the fourth anniversary.

Blum Holdings, Inc. furnished a press release with fiscal third-quarter results and disclosed multiple equity issuances on November 13, 2025.

The Company issued 1,530,612 shares to Adnant, LLC, a related party, as repayment of accounts payable totaling $1.50 million. It also issued 2,482,308 shares to Adnant pursuant to a Debt Conversion Agreement dated December 30, 2024, which allows Adnant to request amended terms if the Company later enters financing on more favorable economics. Additionally, the Company issued 84,337 shares to various vendors for services.

For transaction-related matters, the Company issued 1,809,270 shares to former stockholders of Safe Accessible Solutions, Inc. and 1,702,352 shares to shareholders of Coastal Pine Holdings, Inc. as amendment fees tied to agreements executed May 1, 2024. It issued 434,783 shares to the sellers of EWC Resources Inc., subject to a 12‑month holdback and pending closing of the acquisition of 100% of EWCR. It also issued 3,633,540 shares to the sellers of Green Door Redding, LLC, fully held back pending closing of an acquisition of 80% membership interests under a binding term sheet dated July 1, 2025.

Blum Holdings, Inc. reported Q3 2025 results. Revenue was $4.847 million (up from $4.364 million), gross profit was $2.322 million, and the company posted a net loss of $2.559 million. For the nine months, revenue reached $10.565 million with a net loss of $5.010 million.

The balance sheet shows total assets of $45.081 million and total liabilities of $52.349 million, resulting in a stockholders’ deficit of $11.879 million. Current income taxes payable were $10.904 million, with additional accrued income taxes of $13.500 million. Cash and cash equivalents were $0.388 million, and management disclosed substantial doubt about the company’s ability to continue as a going concern.

Blum expanded its retail footprint via management agreements tied to acquisitions of EWCR (Santa Clara County) and GDR (Redding), operating five California retail locations as of September 30, 2025. Shares outstanding were 13,553,473 as of September 30, 2025. As of November 13, 2025, common shares outstanding were 25,230,686.

Blüm Holdings, Inc. executed two unsecured promissory notes on September 16 and 17, 2025 for $500,000 and $250,000 respectively, creating $750,000 of principal indebtedness due in 2027. Each note bears an 8.0% annual interest rate payable monthly in arrears beginning January 15, 2026, and may be prepaid without penalty. At the lender's election each note is convertible into a convertible promissory note that will automatically convert into Blüm common stock at a conversion price equal to 85% of a $20,900,000 pre-money valuation (implying $0.98 per share on a fully diluted basis). The company also issued warrants: up to 571,429 shares exercisable at $0.35 per share for the $500,000 note and up to 285,714 shares at $0.35 per share for the $250,000 note. The $500,000 note formalizes funds advanced on August 11, 2025. Full terms are filed as Exhibits 10.1 and 10.2.

Blüm Holdings filed Amendment No. 1 to its Form 8-K to correct its prior disclosure about a previously announced management services transaction with a licensed Northern California cannabis retail operator. The amendment states that Blüm originally reported it would file financial statements and pro forma financial information for the target within 71 days, but after further analysis concluded those filings are not required because the Transaction is not "significant" under Regulation S-X. The amendment therefore removes references to any subsequent filing of financial statements or pro forma information; no financial statements or pro forma information are provided.