Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 13, 2025

BLUM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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)

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

Not Applicable

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 2.02. Results of Operations and Financial Condition.

On March 13, 2025, Blum Holdings, Inc. (the “Company”) issued a press release announcing financial results for its fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On March 13, 2025, the Company issued a press release to announce the release of its “2024 Annual Report: Executive Summary.” A copy of the press release is attached hereto as Exhibit 99.2, and the “2024 Annual Report: Executive Summary” is attached hereto as Exhibit 99.3, and each of Exhibit 99.2 and Exhibit 99.3 are incorporated herein by reference.

The information provided under this Item 2.02 and in the accompanying Exhibits 99.1, 99.2 and 99.3, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

Item 7.01. Regulation FD Disclosure.

The information under Item 2.02, above, is incorporated herein by reference.

The information provided under Items 2.02 and 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit						Description
99.1						Press Release, dated March 13, 2025.
99.2						Press Release dated March 13, 2025.
99.3						2024 Annual Report: Executive Summary, dated March 13, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

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.

	BLUM HOLDINGS, INC.

Date: March 13, 2025	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

EXHIBIT 99.1

Blum Holdings Inc. Reports Remarkable 2024 Financial Results with $33.1 Million in Net Income

DOWNEY, Calif., March 13, 2025 (GLOBE NEWSWIRE) -- Blum Holdings, Inc. (OTCQB: BLMH) (the “Company,” “Blüm,” “Blüm Holdings,” “we” or “us”), a California-based publicly traded holding company and cannabis operator, announced its financial results for the year ended December 31, 2024, marking the completion of a significant financial and operational transformation.

Key Highlights from Fiscal Year 2024:

•

Net Income: $33.1 million, representing an astonishing turnaround from a net loss of $14.1 million in 2023 and a net loss of $188.7 million in 2022, reflecting the successful restructuring and cost optimization efforts.

•

Liability Reduction: Decreased by 62% to $29.6 million in 2024, from $77.8 million in 2023 and $125.3 million at the beginning of 2022, reflecting effective balance sheet management and successful restructuring strategies implemented during the tenure of the Adnant engagement.

•

Earnings per Share:

o Basic: $1.79 in 2024, compared to a loss per share of $1.67 in 2023.

o Diluted: $1.21 in 2024, compared to a loss per share of $1.67 in 2023.

•

Revenue Growth: Increased by 67% year-over-year to $13.0 million, an increase from $7.8 million in 2023, primarily driven by the successful integration of three Northern California retail stores, which contributed $7.7 million to revenue, partially offset by the strategic divestment of non-core dispensaries.

•

Gross Profit: Increased by 63% to $6.2 million, up from $3.8 million in 2023, with a gross margin of 48%, reflecting strong operational execution despite a competitive pricing environment.

•

EBITDA from Continuing Operations: $21.2 million, a $31.6 million improvement from an EBITDA loss of $10.4 million in 2023, highlighting enhanced operational efficiency and profitability.

•

Adjusted EBITDA from Continuing Operations: A loss of $10.9 million, a notable improvement from $16.8 million in 2023, underscoring management’s focus on financial performance.

Patty Chan, Chief Financial Officer of Blüm Holdings, commented: "Blüm’s 2024 performance is a testament to the disciplined execution of our financial, restructuring, litigation, and operational strategies. By strategically divesting underperforming assets, deconsolidating Unrivaled Brands and Halladay Holding, and integrating key retail locations, we have significantly streamlined our operations. These foundational improvements have strengthened our financial position, enabling us to enter 2025 as a more agile, efficient, and financially stable organization. With this momentum, we remain committed to disciplined capital allocation and strategic acquisitions that align with our long-term vision for sustainable growth and value creation."

Sabas Carrillo, Chief Executive Officer of Blüm Holdings, added: "Over the past two years, we executed one of the most aggressive financial restructurings in the cannabis sector, transforming Blüm into a leaner, stronger, and more resilient company. We have positioned ourselves to capitalize on value-accretive opportunities that will drive shareholder returns and long-term success. It is important to note that we achieved these extraordinary results with only $1.97 million in new capital raised during this period. This underscores the strength of our execution and financial discipline.

With our restructuring and reorganization completed, litigation resolved, and a more streamlined operational model, Blüm has transitioned from a defensive restructuring phase to a strategy focused on measured expansion and financial sustainability. We are actively evaluating opportunities in retail, cultivation, and distribution that align with our hybrid approach—balancing vertical integration with a multi-brand retail platform. As we look ahead, together with the recently raised capital, we are well-positioned to pursue strategic growth initiatives that strengthen our platform, expand our market presence, and reinforce our commitment to long-term shareholder value."

About Blüm Holdings

Blüm Holdings is a leader in the cannabis sector. Our commitment to quality, innovation, and customer service makes us a trusted name in the cannabis industry, dedicated to shaping its future. Blüm Holdings, through its subsidiaries, operates leading dispensaries throughout California as well as several leading company-owned brands including Korova, known for its high potency products across multiple product categories, including the legendary 1000 mg THC Black Bar. As both a holding company and a marketing platform, Blüm aims to leverage its growing ecosystem to accelerate customer and retail investor acquisition, increase brand awareness, and create value across its portfolio.

For more info, please visit: https://blumholdings.com.

Contact:

Jason Assad

LR Advisors LLC.

jassad@blumholdings.com

678-570-6791

Non-GAAP Financial Information

This press release includes certain non-GAAP financial measures as defined by the U.S. Securities and Exchange Commission (the “SEC”). Management believes that these non-GAAP financial measures assess the Company’s ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business, as they facilitate comparing financial results across accounting periods and to those of peer companies. These non-GAAP financial measures exclude certain material non-cash items and certain other adjustments the Company believes are not reflective of its ongoing operations and performance. Management uses non-GAAP financial measures, in addition to GAAP financial measures, to understand operational decision-making, for planning and forecasting purposes, and to evaluate the Company’s financial performance. Management believes that these non-GAAP financial measures enhance investors’ understanding of the Company’s financial and operating performance and enable investors to evaluate the Company’s operating results and future prospects in the same manner as management. Reconciliations of these non-GAAP financial measures to the most directly comparable financial measure calculated and presented in accordance with GAAP are included in the financial schedules attached to this press release. This information should be considered as supplemental in nature and not as a substitute for, or superior to, any measure of performance prepared in accordance with GAAP.

Cautionary Language Concerning Forward-Looking Statements

Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding management's intentions, plans, beliefs, expectations, or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. The Company uses words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on the Company’s expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors.

New factors emerge from time-to-time and it is not possible for the Company to predict all such factors, nor can the Company assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the combination, will be more fully discussed in the Company’s reports with the SEC. Additional risks and uncertainties are identified and discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to the Company as of the date of this release. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release.

	(in thousands)
	December 31,			December 31,
	2024			2023
Current Assets	$	2,871		$	4,693
Long-Term Assets		21,949			27,378
Total Assets	$	24,820		$	32,071

Current Liabilities	$	9,659		$	62,548
Long-Term Liabilities		19,905			15,219
Total Liabilities		29,564			77,767

Mezzanine Equity and Stockholders' Deficit		(4,744	)		(45,696	)

Total Liabilities, Mezzanine Equity and Stockholders' Deficit	$	24,820		$	32,071

	(in thousands)
	Year Ended
	December 31,			December 31,
	2024			2023
Revenue	$	12,990		$	7,756
Cost of Goods Sold		6,782			3,948
Gross Profit	$	6,208		$	3,808
Gross Profit %		48	%		49	%

Operating Expenses		826			22,609
Income (Loss) from Operations		5,382			(18,801	)

Less: Other Income		(12,928	)		(5,691	)
Income (Loss) from Continuing Operations Before Taxes		18,310			(13,110	)

Provision for Income Tax Expense for Continuing Operations		(1,417	)		(576	)
Net Income (Loss) from Continuing Operations	$	16,893		$	(13,686	)

Net Income (Loss) from Discontinued Operations, Net of Tax		16,205			(444	)
Net Income (Loss)	$	33,098		$	(14,130	)

Basic and Diluted Loss per Share:
Net Income (Loss) from Continuing Operations per Common Share - Basic	$	1.79		$	(1.67	)
Net Income (Loss) from Continuing Operations per Common Share - Diluted	$	1.21		$	(1.67	)

	(in thousands)
	Year Ended
	December 31,			December 31,
	2024			2023
Net Income (Loss)	$	33,098		$	(14,130	)
Less: Net Income (Loss) from Discontinued Operations, Net		(16,205	)		444
Add Impact of:
Interest Expense		2,123			2,417
Provision for Income Tax Expense		1,417			576
Depreciation Expense		584			327
Amortization of Intangible Assets		148			-
EBITDA Income (Loss) from Continuing Operations (Non-GAAP)	$	21,165		$	(10,366	)

Non-GAAP Adjustments:
Stock-based Compensation Expense		371			2,435
Impairment of Assets		1,709			-
Severance Expense		61			-
Realized (Gain) Loss on Sale of Investments		(167	)		61
Unrealized Gain on Investments		-			(667	)
(Gain) Loss on Disposal of Assets		(19,439	)		1,607
Gain on Settlement of Liabilities		-			(4,434	)
Change in Fair Value of Derivative Liability		492			-
Gain on Extinguishment of Debt		(15,133	)		(5,441	)
Adjusted EBITDA Loss from Continuing Operations (Non-GAAP)	$	(10,941	)	$	(16,805	)

Exhibit 99.2

Blum Holdings Inc. Releases 2024 Annual Report: Executive Summary

DOWNEY, Calif., March 13, 2025 (GLOBE NEWSWIRE) -- Blum Holdings, Inc. (OTCQB: BLMH) (the “Company,” “Blüm,” “Blüm Holdings,” “we” or “us”), a California-based publicly traded holding company and cannabis operator, is proud to announce the release of its “2024 Annual Report: Executive Summary”.

“The Executive Summary highlights Blüm’s significant financial and operational transformation over the past year,” said Sabas Carrillo, Chief Executive Officer of Blüm Holdings. “Through strategic restructuring, substantial debt reduction, and a disciplined focus on core operations, we have meaningfully strengthened our financial foundation. Despite ongoing industry challenges, we believe our ability to streamline operations, optimize our asset portfolio, and enhance financial efficiency has positioned us for long-term growth. Additionally, we believe our resilience and execution discipline have set the stage for continued success, and we look forward to building on this momentum in 2025 and beyond.”

The full “2024 Annual Report: Executive Summary,” including comprehensive financial charts and management discussions, can be viewed here.