Blum Holdings Inc (BLMH)

[Art Vandeley]

YIKES

In addition, we currently anticipate issuing a total of 429,385,696 shares of capital stock in the foreseeable future as follows:

· 30,000,000 shares of Common Stock issuable under the 2016 Equity Incentive Plan;


· 100 shares of Common Stock issuable upon conversion of our Series A Preferred Stock;


· 106,890,000 shares of Common Stock issuable upon conversion of our Series Q Preferred Stock, which conversion will occur immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada if this Proposal 4 is approved by our stockholders;


· 215,281,283 shares of Common Stock issuable upon conversion of our Series B Preferred Stock (which includes shares of Common Stock issuable as a result of the conversion of Series Z Preferred Stock into Series B Preferred, and thereafter, into shares of Common Stock);


· 15,164,262 shares of Series B Preferred Stock issuable upon conversion of our Series Z Preferred Stock, which conversion will occur immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada if this Proposal 4 is approved by our stockholders;



·
2,500,00 shares of Common Stock issuable upon conversion of Series N Preferred Stock, which conversion will occur immediately upon the filing of the Certificate of Amendment with the Secretary of State of the State of Nevada if this Proposal 4 is approved by our stockholders;



· Up to 30,746,782 shares of Common Stock issuable upon exercise of outstanding warrants;


· Up to 6,700,000 shares of Common Stock issuable upon exercise of outstanding options; and


· Up to 22,103,269 shares of Common Stock issuable upon conversion of outstanding notes.

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