ROSENBERG DOUGLAS 4

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.