M&A - BLUM HOLDINGS, INC.

Form Type: 8-K

Filing Date: 2025-05-21

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925017981

Filing Summary: On May 15, 2025, Blum Management Holdings, Inc., a wholly owned subsidiary of Blum Holdings, Inc., entered into a Management Service Agreement with a licensed commercial cannabis retail operator in the Bay Area. This agreement grants Blum Management exclusive operational and economic control of the operator’s cannabis business while the operator remains the license holder. Blum Management will receive all economic benefits and is responsible for operational expenses. Additionally, the agreement triggered an $800,000 cash payment to the seller, credited towards the anticipated stock acquisition of the operator by Blum's newly formed subsidiary, Blüm Acquisition Co. Furthermore, on May 21, 2025, Blum Holdings announced a binding term sheet for the acquisition of 100% of membership interest in another entity, indicating ongoing acquisition activities and financial consolidation.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925017452

Filing Summary: On May 12, 2025, Blum Holdings, Inc. entered into a binding term sheet with a holding company that has an equity interest in Cookies Creative Consulting & Promotions, Inc. The agreement is for a transaction where Blum's wholly owned subsidiary, Blüm Acquisition Co., will acquire 100% of the membership interests of the Target Entity. In consideration for this acquisition, Blum Holdings will issue 489,131 shares of its common stock and an additional warrant to purchase up to 30,762 shares at an exercise price of $0.64 per share. The total value of this transaction is estimated at $562,500. The completion of the transaction is contingent upon due diligence, necessary approvals, and the satisfaction of customary conditions. There are no guarantees regarding the successful closure of this transaction.

Form Type: 8-K

Filing Date: 2025-05-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000143774925016912

Filing Summary: On May 13, 2025, Blum Holdings, Inc. executed an Amended and Restated Binding Letter of Intent (A&R LOI) to acquire 100% of the issued and outstanding common stock of a licensed retail cannabis operator located in the Bay Area. The total consideration for the acquisition is $2.0 million, which includes $1.3 million in cash and $500,000 in common stock of Blum Holdings priced at $1.15 per share. The cash portion includes an $800,000 payment made from escrow upon execution of the A&R LOI and has granted immediate operational and economic control of the Target to the Company. A $500,000 senior secured convertible promissory note will also be assigned at closing as a Seller Note with a thirty-month maturity, amortized at 8% simple interest, secured by the Target. The transaction entails contingent performance-based earn-outs totaling up to $0.2 million tied to specific revenue milestones for the following twelve months. The Company anticipates signing definitive transaction documents promptly, though no assurances can be made regarding successful negotiation and completion of the transaction.

Form Type: 8-K

Filing Date: 2025-02-04

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925002767

Filing Summary: On January 31, 2025, Blum Holdings, Inc. entered into a binding letter of intent (LOI) with a seller for a proposed acquisition. The company's wholly-owned subsidiary is set to acquire 100% of the common stock of a target entity, which operates a licensed cannabis dispensary in Northern California, for a total consideration of $2,000,000. This amount consists of $1,300,000 in cash at closing, $200,000 in cash or stock at the Seller's election subject to earn-outs, and $500,000 in shares of the Company's Common Stock at a price of $1.90 per share, subject to a 12-month holdback. Additionally, performance-based bonus awards may be payable in cash or stock on the first anniversary of closing. The holder has entered into a senior secured convertible promissory note for $500,000, which matures on March 31, 2025, at an interest rate of 8% per annum, convertible into Class A and/or Class B shares of the Target, and secured by the Target's assets. The acquisition is subject to definitive agreements, with no assurance of successful negotiation where the Company can finalize the transaction. A press release announcing the LOI was issued on February 4, 2025.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925001491

Filing Summary: On January 21, 2025, Blum Holdings, Inc. issued a press release announcing its recent financing efforts and the company's intentions towards acquisitions. The update signifies the company's strategic direction to enhance its growth through these planned acquisitions. The press release was attached as Exhibit 99.1, providing further details on the matter. This filing serves as a Regulation FD disclosure and includes a commitment that the information is not intended to be deemed 'filed' under the Exchange Act, thus limiting liability under that section.

Form Type: 8-K

Filing Date: 2025-01-15

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925001225

Filing Summary: On January 8, 2025, Blum Holdings, Inc. executed Unsecured Promissory Notes totaling $100,000 with four investors, featuring a maturity date of December 30, 2026, and a conversion option into future equity financing. Additionally, the Company entered a non-binding Letter of Intent to acquire 100% of a cannabis dispensary's common stock for $2,000,000. This total includes $1,300,000 in cash at closing, $200,000 payable at the Seller’s election, and $500,000 in stock at a per share price of $1.90, with escrow conditions. The deal is contingent upon due diligence outcomes and final agreements, with no guarantees of completion.

Form Type: 8-K

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925001098

Filing Summary: On January 8, 2025, Blum Holdings, Inc. entered into a binding term sheet with Mesh Ventures, LLC for the purpose of negotiating a Merger Agreement or Share Exchange Agreement, aiming for the acquisition of 100% of Mesh's membership interests. The acquisition will involve Blum paying $359,610 in cash and issuing 4,531,965 shares of Common Stock to Mesh's sellers, along with warrants to purchase up to 471,989 shares at an exercise price of $0.64 per share. The total value of the exchange is projected to be $8,990,261. The final structure of the transaction is pending due diligence and other customary conditions, with no guarantees for completion. Mesh Ventures, founded in 2017, focuses on cannabis investments and is known for its significant stake in Cookies Creative Productions & Consulting, Inc.

Form Type: 8-K

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000143774925000759

Filing Summary: On January 2, 2025, Blum Holdings, Inc. entered into a binding term sheet with Mt. Tam Ventures II, LLC to negotiate an Acquisition Agreement, intending to acquire 100% of the membership interests of MTV II. The transaction involves a cash payment of $250,000 and the issuance of 1,931,152 shares of Common Stock to the Sellers, with an additional common stock purchase warrant for 238,368 shares at an exercise price of $0.54, totaling an aggregate value of $3,927,676. The closing of this transaction is contingent upon definitive agreements and regulatory approvals. MTV II is an investment holding company with interests in Cookies Creative Productions & Consulting, Inc. Douglas Rosenberg, founder of MTV II, has a financial relationship with Blum through an Unsecured Promissory Note of $800,000 dated December 31, 2024. The information about the transaction is detailed in the Term Sheet filed as an exhibit to the 8-K report.