8-K
filed October 31, 2022, 7:59 PM ET
CIK 0001138608
M&A
confidence high
sentiment positive
materiality 0.85
BLOOMIOS, INC.: M&A transaction — Bloomios acquires Infusionz from Upexi for $23.5M; adds $22M annual revenue
BLOOMIOS, INC.
- Acquired Infusionz, a CBD gummy manufacturer, from Upexi (NASDAQ:UPXI) for $23.5M ($5.5M cash + $18M non-cash).
- Non-cash consideration: $4.5M debenture, $5M note, and $8.5M Series D preferred stock to Upexi.
- Debenture offering raised $6.25M new cash; aggregate principal $13.9M (incl. 15% OID) to fund the deal.
- Acquisition expected to double production capacity and add over $22M in annualized gross revenue.
- Bloomios plans to use the acquisition to uplist to Nasdaq and enter direct-to-consumer market.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
BLOOMIOS, INC. incurred convertible notes of five million dollars ($5,000,000) with Upexi, Inc. maturing 24 month anniversary of the Closing Date.
- Instrument
- convertible notes
- Principal
- five million dollars ($5,000,000)
- Counterparty
- Upexi, Inc.
- Maturity
- 24 month anniversary of the Closing Date
- Event
- incurrence
Exact text from the filing
a convertible secured subordinated promissory note (the “Note”) in the principal amount of five million dollars ($5,000,000), which will mature and be payable on the 24 month anniversary of the Closing Date
View on SEC.gov
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
BLOOMIOS, INC. incurred convertible notes of $13,893,059 (including a 15% original issue discount) at 15.0% Original Issue Discount.
- Instrument
- convertible notes
- Principal
- $13,893,059 (including a 15% original issue discount)
- Rate
- 15.0% Original Issue Discount
- Event
- incurrence
Exact text from the filing
On October 26, 2022, the Company closed on an offering of the Debentures (the “Debenture Offering”). The Debentures have an aggregate principal amount of approximately $13,893,059 (including a 15% original issue discount).
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
BLOOMIOS, INC.: 公司提交了系列D可转换优先股指定证书，创建了系列D优先股，并规定了其权利、股息、转换和清算优先条款，修订了公司章程。 (effective 2022-10-26).
- Change
- charter amendment
- Effective
- 2022-10-26
Exact text from the filing
Although the Company filed the COD with the Secretary of State of the State of Nevada on October 25, 2022, it became effective upon the signing of the MIPA on October 26, 2022.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
BLOOMIOS, INC. completed an acquisition involving Upexi, Inc. for $23,500,000 (closed 2022-10-26).
- Action
- acquisition
- Counterparty
- Upexi, Inc.
- Consideration
- $23,500,000
- Closing
- 2022-10-26
Exact text from the filing
and the transfer of the Assets occurred on October 26, 2022 (the “Closing Date”). The purchase price of the LLC Interests was twenty-three million five hundred thousand dollars ($23,500,000) which consisted of cash consideration of five million five hundred thousand dollars ($5,500,000) and non-cash consideration of eighteen million dollars ($18,000,000). As further
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
BLOOMIOS, INC. entered into Membership Interest Purchase Agreement with Upexi, Inc. valued at $23,500,000 (effective 2022-10-26).
- Action
- entry
- Agreement
- asset purchase
- Counterparty
- Upexi, Inc.
- Value
- $23,500,000
- Effective
- 2022-10-26
Exact text from the filing
On October 26, 2022, Bloomios, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “MIPA”) by and among the Company, Upexi, Inc., (the “Seller”) and Infused Confections LLC (the “Buyer”).
View on SEC.gov
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