Blum (BLMH) Form 5 BLUM / Sabas D Carrillo ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Carrillo Sabas D

(Last) (First) (Middle)

11516 DOWNEY AVE

(Street)

DOWNEY CA 90241

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BLUM HOLDINGS, INC. [ BLMH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock	12/31/2024		J(1)	3,808,559	A	$1.6187(2)	4,932,154	I	By Adnant, LLC(3)
Common Stock							87,787	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series V Preferred Stock	(4)	12/30/2024		J(5)	0(4)		(6)	(6)	Common Stock	1,190,476	(4)	3,571,429	I	By Adnant, LLC
Warrants to Purchase Common Stock	$2.8	12/30/2024		D(7)		178,571	01/03/2023	12/31/2025	Common Stock	0	$0	0	I	By Adnant, LLC
Warrants to Purchase Common Stock	$0.46	12/30/2024		A(7)	595,238		12/30/2024	12/31/2027	Common Stock	595,238	$0	595,238	I	By Adnant, LLC

Explanation of Responses:

1. Conversion of outstanding debt in the amount of $6,165,050 owed by the Company to Adnant, LLC into shares of common stock.

2. Conversion price of $1.61874 per share.

3. Reporting Person is the sole member of Adnant, LLC.

4. Not applicable. See footnote 5.

5. Reporting Person holds 3,571,429 shares of Series V Preferred Stock ("Series V Stock") and is reporting herein a change in the conversion ratio of such stock to common stock only. Effective December 30, 2024, Issuer amended the certificate of designation of its Series V Stock pursuant to which each share of Series V Stock (a) became convertible into 1/3 of a share of common stock, (b) will automatically be converted to common stock on the fourth anniversary of the date of issuance, and (c) prior to such anniversary, the holder is entitled to convert shares of Series V Stock upon written notice. Issuer and Reporting Person entered into an amendment to the Series V Stock purchase agreement in connection therewith.

6. See footnote 5.

7. These two warrants transactions involved an amendment of outstanding warrants to purchase common stock, resulting in the cancellation of the old warrant and the grant of a replacement warrant.

	/s/ Sabas Carrillo	02/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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