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|4Jan 27, 5:07 PM ET

ROSENBERG DOUGLAS 4

4 · BLUM HOLDINGS, INC. · Filed Jan 27, 2026

Research Summary

AI-generated summary of this filing

Updated

BLMH 10% Owner Douglas Rosenberg Converts Debt to 3.24M Shares

What Happened

  • Douglas Rosenberg, a 10% owner of Blum Holdings (BLMH), converted $3,050,000 of outstanding unsecured promissory notes plus accrued interest into 3,238,547 shares of common stock on December 31, 2025 at a fixed conversion price of $0.98 per share (value reported: $3,173,776).
  • In connection with a new $525,000 senior secured promissory note that replaced two prior notes, Rosenberg and the company mutually cancelled warrants to purchase up to 198,114 shares at $0.53 per share. The filing records two derivative dispositions to the issuer totaling 198,114 shares (75,472 shares valued at $40,000 and 122,642 shares valued at $65,000).

Key Details

  • Transaction date: December 31, 2025. Conversion price: $0.98; conversion proceeds reported as $3,173,776. Warrant cancellation recorded at $0.53 per share for 198,114 warrants ($40K and $65K entries).
  • Instruments: Debt conversion (derivative exercise/conversion) and warrant cancellation (disposition to issuer).
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Notable footnotes: The conversion cancelled the applicable unsecured promissory notes in full (F1–F2). The company issued a new Senior Secured Promissory Note for $525,000 and the parties entered a Warrant Cancellation Agreement canceling warrants to buy 198,114 shares at $0.53 (F3–F4).
  • Filing timeliness: The Form 4 was filed on January 27, 2026 for transactions dated December 31, 2025 — this is later than the typical two-business-day window required for Form 4 filings.

Context

  • This was not an open-market purchase but a conversion of debt into equity — Rosenberg acquired shares by exchanging creditor claims for stock.
  • The warrant cancellation reduced potential future dilution from 198,114 shares (previous exercise price $0.53).
  • As a reported 10% owner (not an executive transaction), this reflects ownership/investor-level activity rather than routine payroll-related transactions.

Insider Transaction Report

Form 4
Period: 2025-12-31
BLUM HOLDINGS, INC.BLMH
ROSENBERG DOUGLAS
10% Owner
Transactions
  • Exercise/Conversion

    Common Stock

    [F1][F2]
    2025-12-31$0.98/sh+3,238,547$3,173,776→ 3,238,547 total
  • Disposition to Issuer

    Warrants to Purchase Common Stock

    [F3]
    2025-12-31$0.53/sh−75,472$40,000→ 2,849,454 total
    Exercise: $0.53From: 2025-05-07Exp: 2028-05-07→ Common Stock (75,472 underlying)
  • Disposition to Issuer

    Warrants to Purchase Common Stock

    [F4]
    2025-12-31$0.53/sh−122,642$65,000→ 2,726,812 total
    Exercise: $0.53From: 2025-05-08Exp: 2028-05-08→ Common Stock (122,642 underlying)
Footnotes (4)
  • [F1]On December 31, 2025, Blum Holdings, Inc. ("Blum" or the "Company") entered into a Debt Conversion Agreement with Douglas Rosenberg, a related person under Regulation S-K (the "Investor"), pursuant to which an aggregate of $3,050,000 of principal plus all accrued and unpaid interest through December 31, 2025 under certain unsecured promissory notes previously issued by the Company into shares of the Company's common stock. The applicable unsecured promissory notes were cancelled and satisfied in full with respect to the converted amounts.
  • [F2]The conversion was effected at a fixed conversion price of $0.98 per share, resulting in the issuance of 3,238,547 shares of common stock.
  • [F3]On December 31, 2025, the Company executed and delivered a Senior Secured Promissory Note (the "Note") in the principal amount of $525,000 to the Investor. The Note amends, restates, consolidates, and replaces in their entirety two previously issued and expired promissory notes: (i) the $200,000 unsecured promissory note dated February 25, 2025 (as amended May 7, 2025), and (ii) the $325,000 unsecured promissory note dated April 18, 2025 (as amended May 8, 2025) (collectively, the "Prior Notes"). In connection with the Note, the Company and the Investor entered into a Warrant Cancellation Agreement, pursuant to which the parties mutually agreed to cancel warrants previously issued in connection with the Prior Notes to purchase up to an aggregate of 198,114 shares of the Company's common stock at an exercise price of $0.53 per share.
  • [F4]On December 31, 2025, the Company executed and delivered a Senior Secured Promissory Note (the "Note") in the principal amount of $525,000 to the Investor. The Note amends, restates, consolidates, and replaces in their entirety two previously issued and expired promissory notes: (i) the $200,000 unsecured promissory note dated February 25, 2025 (as amended May 7, 2025), and (ii) the $325,000 unsecured promissory note dated April 18, 2025 (as amended May 8, 2025) (collectively, the "Prior Notes"). In connection with the Note, the Company and the Investor entered into a Warrant Cancellation Agreement, pursuant to which the parties mutually agreed to cancel warrants previously issued in connection with the Prior Notes to purchase up to an aggregate of 198,114 shares of the Company's common stock at an exercise price of $0.53 per share.
Signature
/s/ Douglas Rosenberg|2026-01-27

Documents

1 file
  • 4
    rdgdoc.xmlPrimary

    FORM 4