[8-K/A] BLUM HOLDINGS, INC. Amends Material Event Report

Rhea-AI Filing Summary

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.

Insights

Securities Analyst

TL;DR: Amendment clarifies no financials or pro forma filings are required because the transaction was deemed not significant under Regulation S-X.

Blüm amended its earlier 8-K to retract the commitment to file post-closing financial statements and pro forma financials for the managed retail operator in Northern California. The company states that, upon further analysis, the Transaction does not meet the SEC's significance thresholds in Regulation S-X, and therefore Item 9.01(a) and (b) financial disclosures are not applicable. This is a procedural correction rather than disclosure of new operational or financial metrics.

Corporate Governance Expert

TL;DR: The amendment is a compliance adjustment clarifying reporting obligations; it does not add substantive transaction details.

The filing narrows the prior 8-K by eliminating references to future filings of financial statements and pro forma information. It confirms the Transaction remains disclosed but that additional Item 9.01 deliverables will not be filed because the SEC significance test was not met. The amendment leaves the Original 8-K otherwise unchanged and does not provide further financial or operational details about the Target or the Management Services Agreement.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Form 8-KA_2025-09-19 true 0001996210 0001996210 2025-07-01 2025-07-01

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2025 (July 1, 2025)

BLUM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		000-56626		93-3735199
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

11516 Downey Ave., Downey, California						90241
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (888) 909-5564

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A amends Item 9.01(a) and Item 9.01(b) of the Current Report on Form 8-K of Blum Holdings, Inc., a Delaware corporation (“Blüm”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 3, 2025 (the “Original Form 8-K”). The Original Form 8-K reported that Blüm entered into a binding term sheet with a licensed commercial cannabis retail operator in Northern California (“Target”), and that Blüm’s wholly owned subsidiary, Blum Management Holdings, Inc. entered into a Management Services Agreement with the Target (the “Transaction”).

Blüm disclosed in the Original Form 8-K that financial statements required by Item 9.01(a) of Form 8-K and pro forma financial information required by Item 9.01(b) of Form 8-K relating to the Transaction would be filed by an amendment to the Original Form 8-K no later than 71 calendar days after the filing of the Original Form 8-K. Subsequent to the filing of the Original Form 8-K and upon further analysis, Blüm determined that it is not required to file such financial statements or pro forma financial information required under Item 9.01(a) or (b), respectively, because the Transaction was not “significant” as defined in Regulation S-X promulgated by the SEC. Accordingly, Blüm hereby amends the Original Form 8-K to eliminate references to the subsequent filing of financial statements required by Item 9.01(a) and pro forma financial information required by Item 9.01(b) relating to the Transaction. 

Except as set forth below, the Original Form 8-K is unchanged.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

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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: September 19, 2025			By:			/s/ Sabas Carrillo
						Sabas Carrillo
						Chief Executive Officer

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