Quarterly report pursuant to Section 13 or 15(d)

Note 19 - Subsequent Events

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Note 19 - Subsequent Events
3 Months Ended
Mar. 31, 2024
Notes to Financial Statements  
Subsequent Events [Text Block]

NOTE 19 SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through May 14, 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.

 

During April 2024, the city of Santa Ana amended its cannabis business tax claim for the period January 1, 2018 through May 31, 2021 to waive certain penalties and interest and adjusted the amount owed to approximately $0.4 million. 

 

On May 1, 2024, the Company executed an amended and restated binding letter of intent (the “Amended LOI”) with Safe Accessible Solutions, Inc. (the "Target"), which amended and restated the binding letter of intent dated February 9, 2024 with Operators Only Corp. Pursuant to the Amended LOI, the Company shall enter into a Stock Sale and Purchase Agreement to acquire 100% of the common stock of the Target. At closing, the Company shall pay an aggregate of $1,671,451 in consideration for the Target as follows: (i) a secured promissory note in the aggregate principal amount of $1,000,071 to be paid in monthly installments of approximately $23,811 per month over 42 months (the "Note"); and (ii) the issuance of 945,605 shares of common stock of the Company. The Note  may be converted into common stock of the Company at the transaction valuation, on terms to be agreed-upon.

 

On May 1, 2024, the Company, through its wholly-owned subsidiary BLMH Management Services, Inc., executed a management services agreement with Safe Accessible Solutions, Inc. (the "Management Services Agreement"). As consideration for such services, the Company shall receive a management fee of 100% of the economic benefit of the Target. The accounting treatment for the Management Services Agreement has not been completed as of the date these consolidated financial statements were issued.

 

On May 1, 2024, the Company, through its wholly-owned subsidiary Blum Management Holdings, Inc. (“Blum Management”), executed an advisory and consulting engagement letter (the "Advisory and Consulting Agreement") with Coastal Pine Holdings, Inc. ("Coastal") pursuant to which Blum Management shall provide advisory and consulting services and related business support to Coastal. As compensation for such services, the Company shall receive a monthly fee of $75,000. The initial term of the Agreement shall begin on the effective date through April 26, 2025 and the term shall continue thereafter for successive annual periods until terminated by Blum Management. The Agreement includes a deposit of Blum Management to purchase Coastal in exchange for the issuance to the shareholders of Coastal a promissory note in the amount of $940,974 and 889,725 shares of the Company's common stock of which 496,712 shares of the Company’s common stock were transferred upon execution of the Agreement and 393,013 shares of the Company’s common stock shall be transferred on the 12-month anniversary of the date of the Agreement. The accounting treatment for the Advisory and Consulting Agreement has not been completed as of the date these consolidated financial statements were issued.