Blum Holdings, Inc 8-K/A, filed Mar 6, 2025

Blum Holdings, Inc. (BLMH)

8-K/A 2025-03-06 For: 2024-11-06

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Added on April 06, 2026

About this 8-K/A

Blum Holdings, Inc filed this 8-K/A on March 6, 2025, reporting on events of November 6, 2024.

Items reported

Item 9.01: Financial statements and exhibits

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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)

Exhibit						Description
99.1						Unaudited Pro Forma Condensed Consolidated Financial Statements of Blum Holdings, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

	BLUM HOLDINGS, INC.

Date: March 6, 2025	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

				Transaction Accounting Adjustments
	Blum Holdings, Inc.			Less: Deconsolidated Entities (a)			Note 2	Pro Forma Adjustments		Pro Forma Consolidated
ASSETS
Current Assets:
Cash and Cash Equivalents	$	1,025		$	(532	)		$	—	$	493
Inventory		1,345			(225	)			—		1,120
Prepaid Expenses & Other Assets		1,166			(440	)			—		726
Assets Related to Discontinued Operations		13			—				—		13
Total Current Assets		3,549			(1,197	)			—		2,352

Property, Equipment and Leasehold Improvements, Net		7,066			(6,734	)			—		332
Right-of-Use Assets - Operating Leases		3,271			(1,633	)			—		1,638
Intangible Assets & Goodwill		21,530			(1,227	)			—		20,303
Other Assets		2,309			(2,309	)			—		(0	)
Long-Term Assets Related to Discontinued Operations		953			—				—		953
TOTAL ASSETS	$	38,678		$	(13,100	)		$	—	$	25,578

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
LIABILITIES:
Current Liabilities:
Accounts Payable & Accrued Liabilities	$	25,675		$	(19,691	)	(b)	$	6,961	$	12,945
Current Portion of Notes Payable		3,789			(3,115	)			—		674
Income Taxes Payable		21,906			(10,558	)			—		11,348
Current Portion of Operating Lease Liabilities		—			(620	)			—		(620	)
Liabilities Related to Discontinued Operations		498			(4	)			—		494
Total Current Liabilities		51,868			(33,987	)			6,961		24,842

Notes Payable, Net of Discounts		5,396			(3,596	)			—		1,800
Deferred Tax Liabilities		1,628			—				—		1,628
Operating Lease Liabilities		3,104			(1,241	)			—		1,863
Derivative Liability		4,160			—				—		4,160
TOTAL LIABILITIES		66,156			(38,825	)			6,961		34,292

MEZZANINE EQUITY		1,556			—				—		1,556

STOCKHOLDERS’ DEFICIT:
Preferred Stock, Convertible Series V, par value $0.001: 25,000,000 shares authorized and 14,071,431 shares outstanding as of September 30, 2024		1			—				—		1
Common Stock, par value $0.001: 990,000,000 shares authorized and 9,744,914 shares outstanding as of September 30, 2024		8			—				—		8
Additional Paid-In Capital		408,854			—				—		408,854
Accumulated Deficit		(437,023	)		—		(c)		25,724		(411,299	)
Total Equity Attributable to Stockholders of Blum Holdings, Inc.		(28,160	)		—				25,724		(2,436	)
Non-Controlling Interest		(874	)		—				—		(874	)
TOTAL MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT		(27,478	)		—				25,724		(1,754	)

TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	38,678		$	(38,825	)		$	32,685	$	32,539

	Nine Months Ended September 30, 2024
				Transaction Accounting Adjustments
	Blum Holdings, Inc.			Less: Deconsolidated Entities (c)			Note 2	Pro Forma Adjustments			Pro Forma Consolidated

Revenue	$	9,933		$	4,736			$	—		$	14,669
Cost of Goods Sold		5,095			(2,427	)			—			2,668
Gross Profit		4,838			7,163				—			12,001

Operating Expenses:
Selling, General & Administrative		14,839			(9,495	)			—			5,344
Impairment Expense		1,709			—				—			1,709
Loss (Gain) on Disposal of Assets		493			(939	)	(d)		(15,166	)		(15,612	)
Total Operating Expenses		17,041			(10,434	)			(15,166	)		(8,559	)

Income (Loss) from Operations		(12,203	)		17,596				15,166			20,560

Total Other Income (Expense)		13,085			(13,333	)			—			(248	)

Income (Loss) from Continuing Operations Before Provision for Income Taxes		882			4,264				15,166			20,312
Provision for Income Tax Expense for Continuing Operations		(745	)		177		(d)		10,558			9,990
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	$	137		$	4,440			$	25,724		$	30,302

Less: Net Loss from Continuing Operations Attributable to Non-Controlling Interest		(874	)		—				—			(874	)
NET INCOME (LOSS) ATTRIBUTABLE TO BLUM HOLDINGS, INC.	$	17,448		$	4,440			$	25,724		$	47,613

Net Income (Loss) from Continuing Operations per Common Share - Basic	$	(0.02	)								$	3.27
Net Income (Loss) from Continuing Operations per Common Share - Diluted	$	(0.02	)								$	2.79
Weighted-Average Shares Outstanding - Basic		9,191,149										9,191,149
Weighted-Average Shares Outstanding - Diluted		9,191,149										10,766,572

	Year Ended December 31, 2023
				Transaction Accounting Adjustments
	Blum Holdings, Inc.			Less: Deconsolidated Entities (c)			Note 2	Pro Forma Adjustments			Pro Forma Consolidated

Revenue	$	33,229		$	(7,441	)		$	—		$	25,788
Cost of Goods Sold		15,565			(3,804	)			—			11,761
Gross Profit		17,664			(3,637	)			—			14,027

Operating Expenses:
Selling, General & Administrative		30,263			(20,968	)			—			9,295
Loss (Gain) on Disposal of Assets		1,607			(1,607	)	(d)		(22,407	)		(22,407	)
Total Operating Expenses		31,870			(22,575	)			(22,407	)		(13,112	)

Income (Loss) from Operations		(14,206	)		18,938				22,407			27,139

Total Other Income (Expense)		4,503			(4,760	)			—			(257	)

Income (Loss) from Continuing Operations Before Provision for Income Taxes		(9,703	)		14,178				22,407			26,882
Provision for Income Tax Expense for Continuing Operations		(4,116	)		1,104		(d)		5,273			2,261
NET INCOME (LOSS) FROM CONTINUING OPERATIONS	$	(13,819	)	$	15,282			$	27,680		$	29,143

Net Income (Loss) from Continuing Operations per Common Share - Basic	$	(1.69	)								$	3.56
Net Income (Loss) from Continuing Operations per Common Share - Diluted	$	(1.69	)								$	3.43
Weighted-Average Shares Outstanding - Basic		8,193,853										8,193,853
Weighted-Average Shares Outstanding - Diluted		8,193,853										8,497,521

	(a)	The removal of assets and liabilities disposed of in connection with the Dispositions from the historical information presented.
	(b)	Prior to the Chapter 11 filing, the Company issued a guarantee on behalf of Unrivaled and Halladay Holding for accounts payable totaling $6,961,167, which was recorded at fair value.

	(c)	The removal of revenues and expenses from the assets in connection with the Dispositions from the historical information presented.
	(d)	The pro forma net gain on disposal of assets is based on the Company's historical balance sheet information as of September 30, 2024 and December 31, 2023 and is subject to change based upon, among other things, the actual balance sheet on the closing date of the Dispositions and the finalization of the Company's financial closing procedures and may differ significantly from the actual net gain on disposal of assets that the Company will recognize. The pro forma net gain on disposal of assets presented below is reflected in the unaudited pro forma condensed consolidated balance sheet as if the Dispositions were consummated as of September 30, 2024, and in the unaudited pro forma condensed statements of operation as if the Dispositions were consummated on January 1, 2023.

	Nine Months Ended		Year Ended
	September 30, 2024		December 31, 2023
Assumption of Liabilities	$	28,267	$	59,270
Total Consideration		28,267		59,270

Total Assets Disposed Of		13,100		36,863

Pro Forma Gain on Disposal of Assets	$	15,166	$	22,407