Quarterly report [Sections 13 or 15(d)]

Note 13 - Notes Payable

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Note 13 - Notes Payable
 3 Months Ended
Mar. 31, 2025
Notes to Financial Statements  
Debt Disclosure [Text Block]

NOTE 13 – NOTES PAYABLE

 

Notes payable consisted of the following:

 

   

(in thousands)

  
   

March 31,

    

December 31,

  
   

2025

    

2024

  

Promissory notes dated May 1, 2024 issued for liabilities assumed by the Company in connection with the acquisition of CPG, which shall bear at a nominal interest rate.

   $ 761     $ 761  

Convertible promissory note dated August 1, 2024 issued to the shareholders of SAS, which mature through May 1, 2028 and bear interest at a rate of 6.0% per annum.

     356       382  

Convertible promissory notes dated May 1, 2024 and August 1, 2024 issued to the shareholders of Coastal and SAS, which bear interest at a rate of 7.0% per annum and mature in May through November 2027.

     1,076       1,192  

Notes payable issued in January 2023, assumed by the Company on May 1, 2024 in connection with the acquisition of CPG, which mature on June 1, 2025 and bear interest at a rate of 10.0% per annum.

     34       68  

Unsecured promissory note dated November 12, 2024 issued to Douglas Rosenberg, which matures on December 31, 2026. The non-interest bearing note is convertible into common stock of the Company.

     800       800  

Unsecured promissory notes dated January 8, 2025 issued to accredited investors, which mature on December 31, 2026. The non-interest bearing note is convertible into common stock of the Company.

     100       —  

Unsecured promissory note dated February 25, 2025, which matures on September 30, 2025 and bears no interest.

     200       —  

Notes Payable - Promissory Notes

     3,327       3,203  

Less: Short-Term Debt

     (827 )     (650 )

Less: Debt Discount, net

     (237 )     (236 )

Net Long-Term Debt

   $ 2,263     $ 2,317  

 

Unsecured Note Financing

 

On January 8, 2025, the Company issued unsecured promissory notes in the aggregate principal amount of $0.10 million (the “Notes”) amongst four separate investors (the “Lenders”). The Notes have a maturity date of December 30, 2026 with no interest accruing except for default interest and no prepayment penalty. The Notes are convertible at the Lenders’ individual election into a convertible promissory note that shall include an automatic conversion into the shares of capital stock issued by Blüm in its next bona fide equity financing with proceeds to Blüm of at least $10.00 million or such lesser amount as approved by Lenders at a conversion price equal to the lesser of (x) 85% of the lowest price paid by the cash investors in such financing and (y) the price represented by a $30.00 million pre-money valuation of the Company. The Company issued to the Lenders warrants to purchase, in the aggregate, up to 7,812 shares of the Company's Common Stock (the "Common Stock"), at an exercise price of $0.64 per share. Refer to "Note 18 – Warrants" for additional details. Refer to "Note 24 - Subsequent Events" for the amended and restated unsecured promissory note dated April 30, 2025.

 

On February 25, 2025, the Company issued an unsecured promissory note in the principal amount of $0.20 million which matures on September 30, 2025 and bears no interest. The Company may prepay the principal balance in full at any time without penalty. Refer to "Note 24 - Subsequent Events" for the amended and restated unsecured promissory note dated May 7, 2025.