BLUM HOLDINGS, INC. — fact timeline

BLUM HOLDINGS, INC. issued an aggregate of 2,551,020 shares of its common stock to Adnant, LLC of common stock to Adnant, LLC for in satisfaction of a performance-based equity award earned pursuant to the Engagement Letter at an implied price of $0.98 per share.

“is obligated to issue an aggregate of 2,551,020 shares of the Company’s common stock to Adnant in full satisfaction of the performance-based equity award, at an implied price of $0.98 per share. Item 3.02. Unregistered Sales of Equity Securities. On December 31, 2025, the Company issued 3,248,547 shares of its common stock in connection with the Debt Conversion”

BLUM HOLDINGS, INC. issued 3,248,547 shares of its common stock of common stock for satisfaction of $3,050,000 of outstanding debt and accrued interest at a conversion price of $0.98 per share.

“On December 31, 2025, the Company issued 3,248,547 shares of its common stock in connection with the Debt Conversion Agreement at a conversion price of $0.98 per share, resulting in the satisfaction of $3,050,000 of outstanding debt and accrued interest.”

BLUM HOLDINGS, INC. entered into Unsecured Promissory Note dated December 5, 2025 with Lender (accredited investor, related person) valued at $500,000 (effective 2025-12-05).

“On December 5, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $500,000 (the “December 5th Note”) to the Lender.”

BLUM HOLDINGS, INC. entered into Unsecured Promissory Note dated December 4, 2025 with Lender (accredited investor, related person) valued at $100,000 (effective 2025-12-04).

“On December 4, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $100,000 (the “December 4th Note”) to the Lender.”

BLUM HOLDINGS, INC. entered into Unsecured Promissory Note dated December 3, 2025 with Lender (accredited investor, related person) valued at $500,000 (effective 2025-12-03).

“On December 3, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $500,000 (the “December 3rd Note”) to the Lender.”

BLUM HOLDINGS, INC. entered into Unsecured Promissory Note dated December 2, 2025 with Lender (accredited investor, related person) valued at $200,000 (effective 2025-12-02).

“On December 2, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $200,000 (the “December 2nd Note”) to the Lender.”

BLUM HOLDINGS, INC. entered into Unsecured Promissory Note dated December 1, 2025 with Lender (accredited investor, related person) valued at $200,000 (effective 2025-12-01).

“On December 1, 2025, Blum Holdings, Inc. ("Blüm" or the “Company”) executed and delivered an Unsecured Promissory Note in the principal amount of $200,000 (the “December 1st Note”) to an accredited investor, who is a related person under Regulation S-K (the “Lender”).”

BLUM HOLDINGS, INC. issued 114,286 shares of warrant to the Lender.

“On December 4, 2025, in connection with the December 4th Note, the Company issued warrants to purchase up to 114,286 shares of Common Stock with an exercise price of $0.35 per share to the Lender.”

BLUM HOLDINGS, INC. issued 571,429 shares of warrant to the Lender.

“On December 3, 2025, in connection with the December 3rd Note, the Company issued warrants to purchase up to 571,429 shares of Common Stock with an exercise price of $0.35 per share to the Lender.”

BLUM HOLDINGS, INC. issued 228,571 shares of warrant to the Lender.

“On December 1, 2025, in connection with the December 1st Note, the Company issued warrants to purchase up to 228,571 shares of Common Stock with an exercise price of $0.35 per share to the Lender.”

BLUM HOLDINGS, INC. incurred convertible notes of $500,000 with related accredited investor at 8.0% per annum maturing November 25, 2027.

“On December 5, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $500,000 (the “December 5th Note”) to the Lender.”

BLUM HOLDINGS, INC. incurred convertible notes of $100,000 with related accredited investor at 8.0% per annum maturing November 14, 2027.

“On December 4, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $100,000 (the “December 4th Note”) to the Lender.”

BLUM HOLDINGS, INC. incurred convertible notes of $500,000 with related accredited investor at 8.0% per annum maturing October 31, 2027.

“On December 3, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $500,000 (the “December 3rd Note”) to the Lender.”

BLUM HOLDINGS, INC. incurred convertible notes of $200,000 with related accredited investor at 8.0% per annum maturing October 30, 2027.

“On December 2, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $200,000 (the “December 2nd Note”) to the Lender.”

BLUM HOLDINGS, INC. incurred convertible notes of $250,000 with an investor (the “Lender”) at 8.0% per annum payable monthly in arrears maturing September 17, 2027.

“On September 17, 2025, the Company executed and delivered an Unsecured Promissory Note in the principal amount of $250,000 (the “Second Note”) to an investor (the “Lender”). The Second Note has a maturity date of September 17, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on January 15, 2026. The Company may prepay the principal balance in full at any time without penalty. The Second Note is convertible at the Lender’s election into a convertible promissory note that shall include an automatic conversion into the shares of capital stock issued by Blüm at a conversion price equal to 85% of a $20,900,000 pre-money valuation of Blüm (equal to a per share price of $0.98 on a fully diluted basis). The Company shall grant to the Lender warrants to purchase up to 285,714 shares of the Company's common stock, at an exercise price of $0.35 per share.”

BLUM HOLDINGS, INC. incurred convertible notes of $500,000 with an investor (the “Lender”) at 8.0% per annum payable monthly in arrears maturing September 16, 2027.

“On September 16, 2025, Blum Holdings, Inc. ("Blüm" or the “Company”) executed and delivered an Unsecured Promissory Note in the principal amount of $500,000 (the “Note”) to an investor (the “Lender”). The Note has a maturity date of September 16, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on January 15, 2026. The Company may prepay the principal balance in full at any time without penalty. The Note is convertible at the Lender’s election into a convertible promissory note that shall include an automatic conversion into the shares of capital stock issued by Blüm at a conversion price equal to 85% of a $20,900,000 pre-money valuation of Blüm (equal to a per share price of $0.98 on a fully diluted basis). The Company shall grant to the Lender warrants to purchase up to 571,429 shares of the Company's common stock, at an exercise price of $0.35 per share. The Unsecured Promissory Note dated September 16, 2025 is a formal agreement for the adv”

BLUM HOLDINGS, INC. completed an acquisition involving the Target for $800,000 (closed 2025-05-15).

“and may be terminated under certain conditions, including consummation of a stock acquisition of the Target by the Company. The execution of the MSA triggered the release of $800,000 in cash consideration to the seller as outlined by the A&R LOI. This payment was made in connection with the grant of operational control under the MSA and will be credited toward”

Brad Hirsch was appointed as Director at BLUM HOLDINGS, INC..

“On May 8, 2025, the Company appointed Brad Hirsch to the Board of Directors of the Company (the “Board”), effective May 8, 2025.”

BLUM HOLDINGS, INC. completed a disposition involving VLPS, LLC (closed 2024-11-05).

“On November 5, 2024, Blum Holdings, Inc. (the "Company"), through its wholly-owned subsidiary Unrivaled Brands, Inc. ("Unrivaled"), executed stock purchase agreements with VLPS, LLC (the "Buyer") pursuant to which Unrivaled sold all of the issued and outstanding shares of common stock of Black Oak Gallery ("Blüm Oakland") and Blüm San Leandro for an aggregate purchase price of $2,055,420 and $1,124,305, respectively.”

BLUM HOLDINGS, INC. completed a disposition involving Haven Nectar, LLC for $24.8 million (closed 2024-06-10).

“Based on estimates included in the unaudited pro forma condensed consolidated financial statements for the period ended March 31, 2024, the total transaction consideration was $24.8 million. Pursuant to the MIPA, Haven Nectar acquired the 80% membership interests of Unrivaled and the 20% membership interests of People’s. The consideration includes $9.0 million in”

BLUM HOLDINGS, INC. reported first quarter ended March 31, 2024 results: revenue $6.8 million, net income $3.0 million.

“First Quarter 2024 Highlights • The Company continued to eliminate non-performing legacy operations during the first quarter of 2024 and transitioned a single retail location to delivery only. As a result, revenue for the first quarter of 2024 was $6.8 million, down from $8.1 million in the previous quarter ended December 31, 2023. • For five consecutive quarters in a row, the Company has maintained a gross margin of above 50%, landing at 53% for the first quarter of 2024. • Operating expenses for the first quarter of 2024 were $6.1 million, a decrease of 34% compared to the fourth quarter of 2023. • Net loss from continuing operations for the first quarter of 2024 was $3.0 million, an improvement of 61% compared to the consecutive prior quarter.”

BLUM HOLDINGS, INC. entered into Advisory and Consulting Agreement with Coastal Pine Holdings, Inc. valued at $940,974 (effective 2024-05-01).

“On May 1, 2024, Blum Holdings, Inc. (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" or the "Agreement") with Coastal Pine Holdings, Inc.”

BLUM HOLDINGS, INC. amended Amended LOI with Safe Accessible Solutions, Inc. valued at $1,671,451 (effective 2024-05-01).

“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 Operators Only LOI in its entirety.”

BLUM HOLDINGS, INC. engaged MATSUURA as its auditor.

“On April 23, 2024, the Company engaged MATSUURA as its new independent registered public accountant for the fiscal year ending December 31, 2024.”

BLUM HOLDINGS, INC. dismissed Marcum LLP as its auditor.

“Effective April 23, 2024, Blum Holdings, Inc. (the “Company”) dismissed Marcum LLP as its independent registered public accounting firm.”

BLUM HOLDINGS, INC. reported financial results for fourth quarter and year ended December 31, 2023.

“Blum Holdings, Inc. (the “Company”) issued a press release announcing financial results for its fourth quarter and year ended December 31, 2023.”

BLUM HOLDINGS, INC. reported that prior financial statements should not be relied upon.

“ended June 30, 2023 and September 30, 2023, filed with the Securities and Exchange Commission on August 14, 2023 and November 14, 2023, respectively (each an “Affected Period” and, collectively, the “Affected Periods”), should be restated and no longer be relied upon due to misstatements in (i) income taxes payable and accumulated deficit in the Company’s consolidated balance sheets as of June 30, 2023 and September 30, 2023, and (ii) loss (gain) on disposal of assets on the Company’s consolidated statements of operations for the three and six months ended June 30, 2023 and three and nine months ended September 30, 2023. The Company is currently in the process of determining the full effect of the misstatements but estimates that liabilities and accumulated deficit increase by approximately $1.8 million. The Company will restate its financial statements for the Affected Periods in its An”

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).

“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”

BLUM HOLDINGS, INC. reported fourth quarter ended December 31, 2023 results: revenue $8.0 million.

“Quarter-on-quarter retail revenue remained materially consistent with Q3 revenue, falling from $8.4 million to $8.0 million.”

BLUM HOLDINGS, INC. reported fiscal year ended December 31, 2023 results: revenue $33.0 million.

“the Company for sustainable growth and operational efficiency. ● Financial Performance and Retail Operations Focus: Revenue from continuing operations for fiscal year 2023 was $ 33.0 million, a reflection of our pivot to retail-centric operations. Prior year cultivation-related figures are now treated as discontinued operations. ● Quarterly Resilience:”

BLUM HOLDINGS, INC.: Amended and restated its Bylaws in connection with the closing of the Reorganization (effective 2024-01-11).

“On January 11, 2024, Blüm amended and restated its Charter and Bylaws in connection with the closing of the Reorganization.”

BLUM HOLDINGS, INC.: Amended and restated its Charter (Certificate of Incorporation, Series V Certificate, Series N Certificate) in connection with the closing of the Reorganization (effective 2024-01-11).

“On January 11, 2024, Blüm amended and restated its Charter and Bylaws in connection with the closing of the Reorganization.”

BLUM HOLDINGS, INC. underwent a change of control for all of the issued and outstanding shares of UNRV’s common stock...were converted automatically on a one-for-one basis into shares of Blüm’s common stock (closed 2024-01-12).

“On January 12, 2024, Unrivaled Brands, Inc., a Nevada corporation (“ UNRV ”) completed its previously announced reorganization merger pursuant to an Agreement and Plan of Merger, dated October 9, 2023”