Blum Holdings (BLMH) issues 1.53M shares; repays $1.50M AP

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

Rhea-AI Filing Summary

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.

Insights

Corporate finance and capital markets analyst

Equity used to settle payables/debt and as deal consideration; some shares held back pending closings.

Blum Holdings disclosed several equity issuances on November 13, 2025. These include 1,530,612 shares to Adnant for accounts payable of $1.50 million, and 2,482,308 shares to Adnant under a December 30, 2024 Debt Conversion Agreement. The agreement permits Adnant to request amended economics if the Company later executes a more favorable third‑party financing.

The Company also issued 84,337 shares to vendors, and shares as amendment fees to legacy owners of Safe Accessible Solutions, Inc. (1,809,270 shares) and Coastal Pine Holdings, Inc. (1,702,352 shares) connected to agreements executed on May 1, 2024.

For prospective acquisitions, 434,783 shares were issued to EWCR sellers with a 12‑month holdback pending a 100% acquisition, and 3,633,540 shares to GDR sellers fully held back pending the closing of an 80% acquisition per a July 1, 2025 term sheet. Actual effects depend on deal closings and any amendments requested under the Adnant agreement.

8-K Event Classification

4 items: 2.02, 7.01, 8.01, 9.01

4 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Blum Holdings (BLMH) announce in its 8-K?

The Company furnished its fiscal Q3 2025 results press release and disclosed multiple common stock issuances on November 13, 2025.

How many shares did BLMH issue to Adnant and for what purpose?

BLMH issued 1,530,612 shares to Adnant to repay accounts payable of $1.50 million and 2,482,308 shares under a Debt Conversion Agreement.

What flexibility does the Adnant Debt Conversion Agreement include?

If BLMH later enters a third‑party financing on more favorable terms, Adnant may request an amended and restated agreement to match those economics.

What other share issuances did BLMH make to vendors and former owners?

BLMH issued 84,337 shares to vendors; 1,809,270 shares to former Safe Accessible Solutions, Inc. stockholders; and 1,702,352 shares to Coastal Pine Holdings, Inc. shareholders as amendment fees.

What shares are tied to pending acquisitions and are they restricted?

BLMH issued 434,783 shares to EWCR sellers (12‑month holdback) and 3,633,540 shares to GDR sellers, fully held back until the respective closings.

Did the filing include a press release for Q3 2025 results?

Yes. The press release for the quarter ended September 30, 2025 was furnished as Exhibit 99.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/14/2025 - 05:25 PM Learn about SEC filing dates

false 0001996210 0001996210 2025-09-30 2025-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 13, 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)

(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. ☐

Item 2.02. Results of Operations and Financial Condition.

On November 14, 2025, Blum Holdings, Inc. (the “Company”) issued a press release announcing financial results for its fiscal third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information provided under this Item 2.02 and in the accompanying Exhibit 99.1 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 (the “Securities Act”), or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information under Item 2.02, above, is incorporated herein by reference.

The information provided under Items 2.02 and 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 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 or the Exchange Act, regardless of any general incorporation language in such filing.

Item 8.01. Other Events.

On November 13, 2025, the Company issued 1,530,612 shares of the Company's common stock ("Common Stock") to Adnant, LLC ("Adnant"), a related party, as repayment of accounts payable totaling $1.50 million pursuant to the Original Adnant Letter dated August 12, 2022, the A&R Engagement Letter dated June 30, 2023, and the Second A&R Engagement Letter (hereinafter defined) dated January 1, 2025.

On November 13, 2025, the Company issued 2,482,308 shares of Common Stock to Adnant pursuant to the Debt Conversion Agreement between the Company and Adnant dated December 30, 2024. The Debt Conversion Agreement provides that, if the Company enters into any financing agreement with a third party on terms more favorable than the per-share price or discount set forth therein, the Company will, at Adnant’s request, amend and restate the Debt Conversion Agreement to reflect economics at least equal to those of such third-party financing.

On November 13, 2025, the Company issued 84,337 shares of Common Stock to various vendors for payment of services provided.

On November 13, 2025, the Company issued 1,809,270 shares of Common Stock to the previous stockholders of Safe Accessible Solutions, Inc. and 1,702,352 shares of Common Stock to the shareholders of Coastal Pine Holdings, Inc. as an amendment fee in connection with the First Amendment to the Amended LOI executed May 1, 2024 and the First Amendment to Advisory and Consulting Agreement executed May 1, 2024, respectively.

On November 13, 2025, the Company issued 434,783 shares of Common Stock to the sellers of EWC Resources Inc. ("EWCR") and will be fully heldback until the closing of the transaction to acquire 100% of the common stock of EWCR. The shares issued are subject to a 12-month holdback. 

On November 13, 2025, the Company issued 3,633,540 shares of Common Stock to the sellers of Green Door Redding, LLC ("GDR") and will be fully heldback until the closing of the transaction to acquire 80% of the membership interests in GDR pursuant to the binding term sheet dated July 1, 2025.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
99.1						Press Release, dated November 14, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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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: November 14, 2025			By:			/s/ Sabas Carrillo
						Sabas Carrillo
						Chief Executive Officer

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