Blum Holdings Inc (BLMH)

[the haze]

dont forget

Effect of Performance of the Purchase Agreement on Our Stockholders

All 35,565,666 shares registered in this Registration Statement are expected to be freely tradable. The sale by the Selling Stockholder of a significant amount of shares registered in this Registration Statement at any given time could cause the market price of our Common Stock to decline and to be highly volatile. The Selling Stockholder may ultimately sell all, some or none of the 35,565,666 shares of Common Stock registered in this Registration Statement. Therefore, the issuance of shares underlying the Notes and Warrants issued and issuable to the Selling Stockholder may result in substantial dilution to the interests of other holders of our Common Stock. Additionally, we do not have the right to control the timing and amount of any sales of the shares underlying the Notes and Warrants by the Selling Stockholder.