Form 8-K - Current report

 

---

---

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 12, 2024

 

BLUM HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-56626		93-3735199
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

3242 S. Halladay St., Suite 202 Santa Ana, California		92705
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

---

---

 

 

---

 

 

Item 7.01. Regulation FD Disclosure.

 

On June 12, 2024, Blum Holdings, Inc. (the "Company") issued a press release regarding the eviction of People’s California, LLC (“People’s California”) Subsidiary Peoples Vape, LLC for non-payment of rent at Blüm Santa Ana. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit		Description
99.1		Press Release, dated June 12, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document).

 

2

---

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	BLUM HOLDINGS, INC.
Date: June 12, 2024	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

 

3

EXHIBIT 99.1

 

People’s California, LLC (“People’s California”) Subsidiary ‘Peoples Vape’ Evicted for Non-Payment of Rent at Blüm Santa Ana

 

SANTA ANA, Calif., June 12, 2024 (GLOBE NEWSWIRE) -- Blum Holdings, Inc. (OTCQB: BLMH) (the “Company,” “Blüm,” “we” or “us”), a cannabis company with subsidiaries operating throughout California, announces the successful outcome in the unlawful detainer action brought by Unrivaled Brands, Inc.’s then subsidiary People’s First Choice, LLC (“Blüm Santa Ana”) against Peoples Vape, LLC (“People’s Vape”), formerly known as PF-People's Grand TC, LLC, a subsidiary of People's California. On June 6, 2024, the Court issued a Minute Order ordering that  permits Blüm Santa Ana to obtain a writ of possession for the premises, cancels People’s Vape’s rental agreement, and allows Blüm Santa Ana to obtain a money judgment against People’s Vape resulting from People’s failure to pay rent since at least March 2023.

 

The Court found that People’s Vape’s Managing Member, Bernard Steimann, who is also the founder and majority owner of People’s California, executed a settlement agreement with Unrivaled that validly amended People’s Vape’s sublease and increased the rent to $9,321 per month. But, People’s Vape failed to pay any rent. On January 25, 2024, Blüm Santa Ana served People’s with a Three-Day Notice to Pay Rent or Quit, demanding $102,530, or 11 months, in unpaid rent. People’s failed to comply.

 

In an effort to defend the case, People’s Vape claimed, among other things, that, even though Mr. Steimann controls both People’s California and People’s Vape, the settlement did not require People’s Vape to pay rent, that Blüm Santa Ana had failed to execute an amended lease, and that Blüm Santa Ana had refused a tender of rent. The Court found that “none of the affirmative defenses raised by People’s Vape have any merit.” In addition to cancelling People’s Vape’s rental agreement and ordering a writ of possession, the court awarded Blüm Santa Ana $102,530 in rent due, $34,487 in holdover damages, and costs of suit amounting to $435. Blüm Santa Ana was also entitled to seek attorney’s fees. The Court’s June 6, 2024 Minute Order was issued days before Unrivaled agreed to not enforce the Minute Order and People’s Vape agreed to vacate the premises pursuant a separate agreement.

 

People’s Vape is a subsidiary of People’s California whose managing members include Frank Kavanaugh, CEO of Medalist Diversified REIT, Inc. (“MDRR”), Bernard Steinmann, managing member of People’s California, and Jay Yadon of New Patriot Holdings. People’s was represented by Deron Colby of Janus Capital Law Firm and General Counsel of MDRR and Blüm Santa Ana was represented by Roger Scott of Buchalter law firm.

 

About Blüm Holdings

 

Blüm Holdings is a leader in the cannabis sector. Our commitment to quality, innovation, and customer service makes us a trusted name in the cannabis industry, dedicated to shaping its future. Blüm Holdings, through its subsidiaries, operates leading dispensaries throughout California as well as several leading company-owned brands including Korova, known for its high potency products across multiple product categories, including the legendary 1000 mg THC Black Bar.

 

For more info, please visit: https://blumholdings.com.

 

Contact:

Jason Assad

LR Advisors LLC.

[e-mail]

678-570-6791

 

Cautionary Language Concerning Forward-Looking Statements

 

Certain statements contained in this communication regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. These include statements regarding management's intentions, plans, beliefs, expectations, or forecasts for the future, and, therefore, you are cautioned not to place undue reliance on them. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. The Company uses words such as “anticipates,” “believes,” “plans,” “expects,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA. Such forward-looking statements are based on the Company’s expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors.

 

New factors emerge from time-to-time and it is not possible for the Company to predict all such factors, nor can the Company assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. These risks, as well as other risks associated with the combination, will be more fully discussed in the Company’s reports with the SEC. Additional risks and uncertainties are identified and discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time with the SEC. Forward-looking statements included in this release are based on information available to the Company as of the date of this release. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release.

 

 

Document And Entity Information	Jun. 12, 2024
Document Information [Line Items]
Entity, Registrant Name	BLUM HOLDINGS, INC.
Document, Type	8-K
Document, Period End Date	Jun. 12, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-56626
Entity, Tax Identification Number	93-3735199
Entity, Address, Address Line One	3242 S. Halladay St., Suite 202
Entity, Address, City or Town	Santa Ana
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92705
City Area Code	888
Local Phone Number	909-5564
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001996210

---