false 0001996210 0001996210 2025-01-02 2025-01-02

 

 

 

FORM 8-K

 

 

Date of Report (Date of earliest event reported): January 2, 2025

 

 

 

 

Registrant’s telephone number, including area code: (888) 909-5564

 

(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:

 

 

 

 

 

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 1.01. Entry into a Material Definitive Agreement.
 
On January 2, 2025, Blum Holdings, Inc. ("Blüm" or the “Company”) entered into a binding term sheet (the "Term Sheet") with Mt. Tam Ventures II, LLC ("MTV II") pursuant to which the Company intends to negotiate and enter into an Acquisition Agreement or Share Exchange Agreement, or similarly situated document, pursuant to which the Company shall acquire 100% of the membership interests of MTV II (the "Transaction"). Upon closing of the Transaction, the Company shall pay $250,000 in cash to MTV II and issue 1,931,152 shares of Common Stock of the Company to the various holders of the membership interests of MTV II (the "Sellers"). The Company shall also issue to the Sellers a common stock purchase warrant to purchase up to 238,368 shares of the Company with an exercise price of $0.54. The aggregate value exchanged shall be equal to $3,927,676. Closing of the Transaction is subject to the execution of definitive agreements and regulatory approvals among other customary conditions.

 

MTV II is an investment holding company with a minority investment in Cookies Creative Productions & Consulting, Inc. (“Cookies”). Douglas Rosenberg is the Founder of MTV II. The Company has an Unsecured Promissory Note dated December 31, 2024 in the principal amount of $800,000 with Mr. Rosenberg. The Unsecured Promissory Note was filed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 7, 2025. Blüm, through its subsidiary, operates a Cookies-branded store. Additionally, Blüm partners with Cookies to participate in events such as Hall of Flowers and the Emerald Cup. Sabas Carrillo, the CEO of Blüm, served as Chief Financial Officer of Cookies from 2018 to 2020. Sabas is also a Co-Founder, Board Member and CFO at Mesh Ventures, and a General Partner and Limited Partner at both Mesh Ventures and 1212 Ventures.

 

The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of such Term Sheet, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

 

(d) Exhibits.

 

 

 

 

 

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.