Blum Holdings (BLMH) insider converts $3.05M debt into common stock

Rhea-AI Filing Summary

Blum Holdings, Inc. reported that 10% owner Douglas Rosenberg converted debt into equity and cancelled certain warrants on December 31, 2025. An aggregate of $3,050,000 of principal plus accrued interest under unsecured promissory notes was converted into common stock at a fixed price of $0.98 per share, resulting in the issuance of 3,238,547 shares of common stock. The applicable unsecured notes were cancelled and satisfied in full for the converted amounts.

On the same date, the company issued a new Senior Secured Promissory Note for $525,000 to Rosenberg, replacing two earlier unsecured promissory notes. In connection with this new note, the parties entered into a Warrant Cancellation Agreement, cancelling warrants previously issued with the prior notes to purchase up to 198,114 shares of common stock at an exercise price of $0.53 per share.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROSENBERG DOUGLAS

(Last) (First) (Middle)

11516 DOWNEY AVE

(Street)

DOWNEY CA 90241

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUM HOLDINGS, INC. [ BLMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2025		M(1)		3,238,547(2)	A	$0.98	3,238,547	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants to Purchase Common Stock	$0.53	12/31/2025		D			75,472(3)	05/07/2025	05/07/2028	Common Stock	75,472	$0.53	2,849,454	D
Warrants to Purchase Common Stock	$0.53	12/31/2025		D			122,642(4)	05/08/2025	05/08/2028	Common Stock	122,642	$0.53	2,726,812	D

Explanation of Responses:

1. On December 31, 2025, Blum Holdings, Inc. ("Blum" or the "Company") entered into a Debt Conversion Agreement with Douglas Rosenberg, a related person under Regulation S-K (the "Investor"), pursuant to which an aggregate of $3,050,000 of principal plus all accrued and unpaid interest through December 31, 2025 under certain unsecured promissory notes previously issued by the Company into shares of the Company's common stock. The applicable unsecured promissory notes were cancelled and satisfied in full with respect to the converted amounts.

2. The conversion was effected at a fixed conversion price of $0.98 per share, resulting in the issuance of 3,238,547 shares of common stock.

3. On December 31, 2025, the Company executed and delivered a Senior Secured Promissory Note (the "Note") in the principal amount of $525,000 to the Investor. The Note amends, restates, consolidates, and replaces in their entirety two previously issued and expired promissory notes: (i) the $200,000 unsecured promissory note dated February 25, 2025 (as amended May 7, 2025), and (ii) the $325,000 unsecured promissory note dated April 18, 2025 (as amended May 8, 2025) (collectively, the "Prior Notes"). In connection with the Note, the Company and the Investor entered into a Warrant Cancellation Agreement, pursuant to which the parties mutually agreed to cancel warrants previously issued in connection with the Prior Notes to purchase up to an aggregate of 198,114 shares of the Company's common stock at an exercise price of $0.53 per share.

4. On December 31, 2025, the Company executed and delivered a Senior Secured Promissory Note (the "Note") in the principal amount of $525,000 to the Investor. The Note amends, restates, consolidates, and replaces in their entirety two previously issued and expired promissory notes: (i) the $200,000 unsecured promissory note dated February 25, 2025 (as amended May 7, 2025), and (ii) the $325,000 unsecured promissory note dated April 18, 2025 (as amended May 8, 2025) (collectively, the "Prior Notes"). In connection with the Note, the Company and the Investor entered into a Warrant Cancellation Agreement, pursuant to which the parties mutually agreed to cancel warrants previously issued in connection with the Prior Notes to purchase up to an aggregate of 198,114 shares of the Company's common stock at an exercise price of $0.53 per share.

	/s/ Douglas Rosenberg	01/27/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did BLMH report for Douglas Rosenberg on December 31, 2025?

Douglas Rosenberg converted company debt into common stock and participated in warrant cancellations. Debt of $3,050,000 plus interest was converted at $0.98 per share into 3,238,547 shares. Related warrants for up to 198,114 shares at $0.53 were cancelled.

How many Blum Holdings (BLMH) shares did Douglas Rosenberg receive in the debt conversion?

Rosenberg received 3,238,547 shares of Blum Holdings common stock. These shares were issued by converting $3,050,000 of principal plus accrued interest on unsecured promissory notes at a fixed conversion price of $0.98 per share, fully satisfying the converted note amounts.

What was the conversion price for the BLMH debt-to-equity transaction?

The conversion price was fixed at $0.98 per share of common stock. At this price, $3,050,000 of principal plus accrued interest on certain unsecured promissory notes was converted, resulting in the issuance of 3,238,547 shares and cancellation of those notes for the converted amounts.

What new note did Blum Holdings (BLMH) issue to Douglas Rosenberg?

Blum Holdings issued a Senior Secured Promissory Note for $525,000 to Douglas Rosenberg. This note amends, restates, consolidates and replaces two earlier unsecured promissory notes of $200,000 and $325,000, which had been previously issued and later amended during 2025.

What happened to the warrants previously issued to Douglas Rosenberg by BLMH?

The company and Rosenberg agreed to cancel previously issued warrants linked to two prior notes. The Warrant Cancellation Agreement removed warrants to purchase up to 198,114 shares of common stock at an exercise price of $0.53 per share, reducing Rosenberg’s warrant holdings accordingly.

How were Blum Holdings (BLMH) unsecured promissory notes affected by the transactions?

Certain unsecured promissory notes were converted into equity and cancelled, while others were consolidated. Notes totaling $3,050,000 plus interest were converted into shares, and two additional unsecured notes were replaced by a new $525,000 Senior Secured Promissory Note issued to Douglas Rosenberg.