BLMH insider boosts stake via $1.5M debt-to-equity and new shares
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
Insider converts $1,500,000 debt to equity and increases indirect stake.
The CEO of BLUM Holdings, Inc., through Adnant, LLC, oversaw the conversion of outstanding accounts payable of $1,500,000 into 1,530,612 shares of common stock at $0.98 per share. In addition, 2,482,308 common shares were issued to Adnant under a Debt Conversion Agreement dated December 30, 2024, also at $0.98 per share. These actions shift a portion of the company’s obligations from debt into equity.
After the reported transactions, the reporting person indirectly beneficially owns 8,945,074 common shares, 3,571,429 shares of Series V Preferred Stock, and 595,238 warrants to purchase common stock at an exercise price of $0.46, exercisable from December 30, 2024 to December 31, 2027. The Series V Preferred Stock is convertible into common shares at a one-third ratio starting one year after issuance and will automatically convert on the fourth anniversary, which may increase the common share count over time.
The Debt Conversion Agreement includes a provision that if the company later enters into a financing with a third party on more favorable per-share economics, Adnant can request that the agreement be amended to match at least those terms. The actual impact on existing shareholders will depend on the company’s future financing activity and the eventual conversion or exercise of the preferred shares and warrants.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Common Stock | 1,530,612 | $0.98 | $1.50M |
| Other | Common Stock | 2,482,308 | $0.98 | $2.43M |
| holding | Warrants to Purchase Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Series V Preferred Stock | -- | -- | -- |
Footnotes (1)
- Reporting Person is the CEO and managing member of Adnant, LLC. Each share of Series V Preferred Stock is convertible at the option of the holder into 1/3 of a share of Common Stock at any time from and after the first anniversary of the issuance date. Each share of Series V Preferred Stock automatically converts into Common Stock on the fourth anniversary of the issuance date. Conversion of outstanding accounts payable in the amount of $1,500,000 owed by the Company to Adnant, LLC into shares of common stock. Conversion price of $0.98 per share. On November 13, 2025, Blum Holdings, Inc. (the "Company") issued 2,482,308 shares of Common Stock to Adnant,LLC ("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. The shares were issued at a per-share price of $0.98.
