At the Annual Meeting, stockholders demonstrated overwhelming support for key proposals, reflecting their confidence in the Company’s direction and leadership. The following proposals were approved by the stockholders:
- The proposal to approve and adopt the Agreement and Plan of Merger, dated
October 9, 2023 , by and among the Company,Blum Holdings, Inc. , a newly formedDelaware corporation (“Blüm”), andBlum Merger Sub, Inc. , which provides for our reorganization into aDelaware holding company, with the Company becoming a wholly owned subsidiary of Blüm and the current stockholders of the Company becoming stockholders of Blüm (the “Reorganization”). - The proposal to approve the amendment of our articles of incorporation to effect a reverse stock split of all outstanding shares of our common stock at an exchange ratio between 1-for-70 to 1-for-100, with the exact ratio to be determined by our Board of Directors (the “Board”) in its discretion.
- The proposal to elect Sabas Carrillo,
Matthew Barron , andJames Miller to serve as directors on the Board. - The proposal to approve the compensation of our named executive officers through a non-binding advisory vote, commonly referred to as “say-on-pay.”
- The proposal to vote on the desired frequency of future non-binding advisory votes on executive officer compensation through a non-binding, advisory vote.
- The proposal to ratify
Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year endedDecember 31, 2023 . - The proposal to approve the adjournment of the Annual Meeting from time to time to a later date or dates, if necessary and appropriate, under certain circumstances, including for the purpose of soliciting additional proxies in favor of one or more of the foregoing proposals.
The official voting results for each item voted on by stockholders will be disclosed in a Current Report on Form 8-K to be filed with the
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Cautionary Note Regarding 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 Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. 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. 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. Such forward-looking statements are based on the Company’s current expectations based on information currently available 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. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected.
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. Risks include the risks and uncertainties 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
Important Information and Where to Find It
The Company has mailed to its stockholders of record as of
No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act. In connection with the Reorganization, Blüm has filed a definitive prospectus of Blüm, and the Company and Blüm may file with the
Contact:
jassad@unrivaledbrands.com
678-570-6791
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