Blum Holdings Inc (BLMH)

[Magnum7419]

If toxic financing was still active the share price could not doubled from .08 to .16. Dominion shares are now restrictive and they will hold and reap the future benefit of a strong company business model.

As previously disclosed in our Registration Statement on Form S-1, filed with the Securities and Exchange Commission on November 20, 2014, we sold 5% Original Issue Discount Senior Secured Convertible Promissory Notes (the “Notes”) to Dominion Capital LLC (“Dominion”). Pursuant to the Registration Statement, Dominion converted certain of the debt into shares of our Common Stock. Subsequent to the filing of our Annual Report on Form 10-K, certain of the debt was converted and shares were issued pursuant to the provisions Section 3(a)(9) of the Act, rather than the Registration Statement. In that context, we issued 430,216 shares for interest conversion on May 27, 2015 (approximately $0.13 per share), and 2,441,933 shares for principal conversion on June 2, 2015 (approximately $0.11 per share). The issuance of these shares of Common Stock was exempt from registration pursuant to the provisions Section 3(a)(9) of the Securities Act of 1933, as amended. These shares are restricted securities that may not be offered or sold absent the prior Registration Statement being amended (now that we have filed our 10-K) or Dominion using an exemption therefrom, such as Rule 144.
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