{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-24-003731","form_type":"8-K","ticker":"BLMH","cik":"0001996210","company_name":"BLUM HOLDINGS, INC.","filed_at":"2024-02-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.425375+00:00","generated_at":"2026-06-06T04:32:05.592569+00:00","sec_items":["1.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Blum Holdings enters binding LOI to acquire Operators Only and three retail cannabis businesses for $9.7M","bullets":["Total consideration: ~$1.9M secured promissory notes plus 1,835,330 shares (~15.63% of post-transaction common stock).","Targets: Lemonnade North, Cookies Sacramento (includes Jay St. Delivery, Turkey Bag Heroes), Lemonnade South.","Closing targeted by April 30, 2024; Target Shareholders may exchange shares for promissory note at 35% discount after 24 months.","Notes convertible into common stock; 589,520 shares held back for indemnification for up to 12 months."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-24-003731","json":"https://secwatch.observer/filing/0001437749-24-003731.json","markdown":"https://secwatch.observer/filing/0001437749-24-003731.md","text":"https://secwatch.observer/filing/0001437749-24-003731.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1996210/000143774924003731/0001437749-24-003731-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1996210/000143774924003731/blmh20240209_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T04:32:05.592569+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"814d6fa665aab384285c8983d3c7fce44d18fec2","claim":"BLUM HOLDINGS, INC. entered into Operators Only LOI with Operators Only Corp. and Golden Health & Wellness, Inc., Safe Accessible Solutions, Inc., Sacramento Commercial Services, Inc. valued at Aggregate consideration of $9.7 million: secured promissory notes of ~$1.9 million and issuance of 1 (effective 2024-02-09).","evidence_excerpt":"On February 9, 2024, Blum Holdings, Inc. (the \"Company\") 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 the Company 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 sha","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1996210/000143774924003731/0001437749-24-003731-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Operators Only Corp. and Golden Health & Wellness, Inc., Safe Accessible Solutions, Inc., Sacramento Commercial Services, Inc."},{"label":"Value","value":"Aggregate consideration of $9.7 million: secured promissory notes of ~$1.9 million and issuance of 1"},{"label":"Effective","value":"2024-02-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}