NOTE 23 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 15, 2024, which is the date these consolidated financial statements were issued, and has concluded that the following subsequent events have occurred that would require recognition in the consolidated financial statements or disclosure in the notes to the consolidated financial statements.

Completion of Corporate Reorganization & Reverse Stock Split

On January 12, 2024, the Company completed its previously announced reorganization merger pursuant to the Reorganization Agreement, by and among the Company, Blum Holdings, Inc., and Blum Merger Sub, Inc. The Reorganization Agreement provided for the merger of Unrivaled and Merger Sub, with Unrivaled surviving the merger as a wholly-owned subsidiary of Blüm Holdings, Inc. The Reorganization Agreement was approved and adopted by the stockholders of UNRV at its annual meeting of stockholders held on December 5, 2023. Refer to "Note 1 - Description of Business" for further details on the Reorganization.

At the effective time of the Reorganization, all of the issued and outstanding shares of UNRV’s common stock, par value $0.001 per share were converted automatically on a one-for-one basis into shares of Blüm’s common stock, par value $0.001 per share, and all of the issued and outstanding shares of UNRV’s classes of preferred stock, par value $0.001 per share, were converted automatically on a one-for-one basis into shares of Blüm’s respective classes of preferred stock, par value $0.001 per share.

Effective January 12, 2024, the Company completed a reverse stock split of its common stock at a 1-for-100 ratio. Accordingly, all share and per share amounts for all periods presented in the accompanying consolidated financial statements and notes thereto have been adjusted retroactively, where applicable, to reflect this reverse stock split and adjustment of the preferred stock conversion ratios.

Sale of Cultivation Assets

On January 28, 2024, the purchase option contained within the management services agreement dated December 15, 2023 for the Company's final cultivation facility in California was exercised. The Company sold the cultivation assets for a total sales price of $1.40 million, of which $0.10 million was received as a deposit as of December 31, 2023. Refer to "Note 18 - Discontinued Operations" for further details.

Execution of Binding Letter of Intent

On February 9, 2024, Blum Holdings, Inc. entered into a binding letter of intent (the "Operators Only LOI") with Operators Only Corp. ("Operators Only") and Golden Health & Wellness, Inc., Safe Accessible Solutions, Inc., and Sacramento Commercial Services, Inc. (together the “Targets” and each a "Target") pursuant to which Blüm and the Targets intend to enter into a Stock Sale and Purchase Agreement in which the Company will acquire 100% of the common stock of Operators Only, and Operators Only will acquire 100% of the common stock of each Target from the shareholders of each Target (the “Target Shareholders”). At closing, Target Shareholders shall receive an aggregate of $9.7 million in consideration for the Targets as follows: (i) secured promissory notes in the aggregate principal amount of approximately $1.9 million to be paid in monthly installments of approximately $55,600 per month over 34 to 42 months (the "Notes"); and (ii) the issuance of 1,835,330 shares of common stock of the Company. The Notes may be converted into common stock of Blüm Holdings, Inc. at the transaction valuation, on terms to be agreed-upon