Material Agreement, Financial Obligation, Private Placement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

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"). The December 1st Note has a maturity date of September 26, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on March 31, 2026. The Company may prepay the principal balance in full at any time without penalty. The December 1st 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 228,571 shares of the Company's common stock, at an exercise price of $0.35 per share. The Unsecured Promissory Note dated December 1, 2025 is a formal agreement for the advance payment of $200,000 received on September 26, 2025 as disclosed in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

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. The December 2nd Note has a maturity date of October 30, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on March 31, 2026. The Company may prepay the principal balance in full at any time without penalty. The December 2nd 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 228,571 shares of the Company's common stock, at an exercise price of $0.35 per share. The Unsecured Promissory Note dated December 2, 2025 is a formal agreement for the advance payment of $200,000 received on October 30, 2025 as disclosed in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

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. The December 3rd Note has a maturity date of October 31, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on March 31, 2026. The Company may prepay the principal balance in full at any time without penalty. The December 3rd 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 December 3, 2025 is a formal agreement for the advance payment of $500,000 received on October 31, 2025 as disclosed in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2025.

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. The December 4th Note has a maturity date of November 14, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on March 31, 2026. The Company may prepay the principal balance in full at any time without penalty. The December 4th 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 114,286 shares of the Company's common stock, at an exercise price of $0.35 per share.

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. The December 5th Note has a maturity date of November 25, 2027 and bears interest at a rate of 8.0% per annum payable monthly in arrears, commencing on March 31, 2026. The Company may prepay the principal balance in full at any time without penalty. The December 5th 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 notes described above are collectively referred to herein as the "Notes".

The foregoing descriptions of the Notes do not purport to be complete and are qualified in its entirety by reference to the full text of the form of Notes, which are filed as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information under Item 1.01, above, is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

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. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 8, 2028 upon which the warrants shall be automatically exercised on a cashless basis.

On December 2, 2025, in connection with the December 2nd 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. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 2, 2028 upon which the warrants shall be automatically exercised on a cashless basis.

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. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 3, 2028 upon which the warrants shall be automatically exercised on a cashless basis.

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. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 4, 2028 upon which the warrants shall be automatically exercised on a cashless basis.

On December 5, 2025, in connection with the December 5th 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. The warrants may be exercised at the election of the Lender on a cashless basis in the event that the underlying common shares are unregistered. The warrants are exercisable until December 5, 2028 upon which the warrants shall be automatically exercised on a cashless basis.

The common stock purchase warrants described above are collectively referred to herein as the "Warrants".

The foregoing descriptions of the Warrants do not purport to be complete and are qualified in its entirety by reference to the full text of the form of Warrants, which are filed as Exhibits 10.6 through 10.10 to this Current Report on Form 8-K and incorporated by reference herein.