Bloomios, Inc. acquired Infusionz, LLC from Upexi, Inc. for $23.5 million.
October 27, 2022
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Bloomios, Inc. (OTCPK:BLMS) acquired Infusionz, LLC from Upexi, Inc. (NasdaqCM:UPXI) for $23.5 million on October 26, 2022. 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 acquisition was funded in part through a senior secured convertible debenture offering with an aggregate principal amount of approximately $13,893,059 (including a 15% original issue discount) 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. Revere Securities LLC and Spartan Capital Securities, LLC acted financial advisors to Bloomios, Inc. Seth Brookman and Joseph Lucosky of Lucosky Brookman LLP acted as legal advisor to Infusionz, LLC. Clint Gage of Dickinson Wright PLLC acted as legal advisor to Upexi, Inc.
Bloomios, Inc. (OTCPK:BLMS) completed the acquisition of Infusionz, LLC from Upexi, Inc. (NasdaqCM:UPXI) on October 26, 2022. As a part of acquisition, the results of the business were classified as discontinued operations in our condensed statements of operations and excluded from both continuing operations and segment results for all periods presented.
Upexi, Inc. is a multi-faceted brand owner with brands in the health, wellness, pet, beauty, and other growing markets. The Company focuses on direct-to-consumer and Amazon brands. The Company utilizes its in-house software-as-a-service (SaaS) programmatic advertising technology to help achieve a lower cost per acquisition and accumulate consumer data for increased cross-selling between its growing portfolio of brands. Its Branded Product segment is focused on the development, growth, and distribution of the branded products that the Company own. Its Recommerce segment is focused on the purchase and sale of new and used products through channels, such as Amazon and wholesale distributors. The Companyâs brands include VitaMedica, Tytan Tiles, and others. VitaMedica offers clinician-originated nutraceuticals and cosmeceuticals products. VitaMedicaâs sales model includes wholesale distribution through surgeons and med spas and direct to consumers through e-commerce and marketplaces.
UPEXI, INC. 
