Bloomios, Inc. BLMS, has acquired Infusionz, a wholly-owned subsidiary of Upexi Inc. UPXI. Moving forward, Bloomios will manufacture products retained by Upexi and Upexi has provided significant financing to enable this transaction.
The acquisition includes Infusionz's portfolio of CBD gummy brands and customers, along with its associated order flow, product formulations, manufacturing operations, equipment and sales team.
The total purchase consideration of approximately $23.5 million consisted of cash consideration of $5.5 million and $18 million of non-cash consideration. The non-cash consideration consisted of the issuance by Bloomios to Upexi of a $4.5 million senior secured convertible debenture, a $5 million secured subordinated promissory note, and shares of a newly created series D convertible preferred stock with a value of $8.5 million.
The added operations are expected to more than double Bloomios's current production capacity across key production lines while reducing redundant costs across both the acquired and existing operations. The acquisition will contribute in excess of $22 million in annualized gross revenue.
"This acquisition is highly accretive and we believe that it will position Bloomios to uplist to Nasdaq," stated Barrett Evans, president and chief strategy officer of Bloomios. "Further, it will allow the company to acquire additional complementary manufacturing operations and brands."
The acquisition was funded in part through a senior secured convertible debenture offering with an aggregate principal amount of approximately $13.9 million led by institutional investors. The total new investment received in connection with the senior secured convertible debenture offering was $6.25 million with the balance of the principal amount consisting of issuances to Upexi and the refinancing of previous loans.
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