MINNEAPOLIS, MN / ACCESS Newswire / February 6, 2026 / Bloomia Holdings, Inc. (the "Company") today announced today that its Board of Directors has fixed the close of business on February 16, 2026 as the record date (the "Record Date") for its previously announced subscription rights offering ("Rights Offering") pursuant to which it intends to raise gross proceeds of up to approximately $15.5 million. The Company will distribute at no charge to holders of its common stock, par value $0.01 per share ("Common Stock"), as of the close of business on the Record Date one subscription right for each share of Common Stock held. Each subscription right will entitle the holder to purchase 2.16 shares of Common Stock at a subscription price of $4.05 per whole share. If fully subscribed, this would result in the issuance of an aggregate of approximately 3.8 million shares of Common Stock. The subscription rights are non-transferable, and will not be listed for trading on any stock exchange or market. In addition, holders of subscription rights who fully exercise their subscription rights will be entitled to over-subscribe for additional shares of Common Stock, subject to proration.

The Rights Offering is expected to expire at 5:00 p.m., Central Time, on March 28, 2026 ("Expiration Date"), subject to extension or earlier termination.

The Company reserves the right, in its sole discretion, to amend or modify the terms of the Rights Offering. The Company also reserves the right to terminate the Rights Offering at any time prior to the Expiration Date for any reason, in which event all funds received in connection with the Rights Offering will be returned without interest or deduction to those persons who exercised their subscription rights as soon as practicable.

Holders of subscription rights who hold their shares directly will receive a prospectus, a letter from the Company describing the Rights Offering, and a subscription rights certificate. Those holders who intend to exercise their subscription rights and over-subscription rights should review all of these materials, properly complete and execute the subscription rights certificate, and deliver the subscription rights certificate and full payment of their subscription price to Equiniti Trust Company, LLC, the subscription agent for the Rights Offering, at the address set forth in the prospectus.

The Rights Offering will be more fully described in the prospectus filed with the Securities and Exchange Commission ("SEC") on or about the Record Date. Once available, a copy of the prospectus or further information with respect to the Rights Offering may be obtained by contacting the information agent for the Rights Offering, D.F. King & Co., Inc., at (888) 605-1956 for stockholders, (646) 677-2515 for banks and brokers, or by email at Bloomia@dfking.com.

As announced previously, the Rights Offering is intended to significantly reduce the Company's debt and strengthen its balance sheet. Specifically, the primary purpose of the rights offering is to allow the Company to take advantage of a negotiated option with the previous owners of the Company's Bloomia operating business to settle their sellers' note for a discount exceeding 50% of the current outstanding balance. Additionally, the Company intends to use a majority of the remaining proceeds from the Rights Offering to pay off a material amount of other outstanding debt, which is further expected to increase earnings and allow the Company to invest in future growth opportunities as they come.

Intended Rights Offering Use of Proceeds

Important Information

A registration statement on Form S-1 relating to the Rights Offering has been filed with the SEC, but has not yet become effective. The shares of Common Stock issuable in the Rights Offering may not be sold nor may offers to buy such Common Stock be accepted prior to the time the registration statement becomes effective. The rights offering will be made only by means of a prospectus that meets the requirements of the Securities Act of 1933, as amended. For additional information on the rights offering, please see the prospectus included in the registration statement on Form S-1 and related amendments.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the shares of Common Stock issuable in the Rights Offering, nor will there be any sale of such Common Stock in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Bloomia Holdings, Inc.

Bloomia Holdings, Inc. (Nasdaq:TULP) is a specialty ag company focused on making and managing its ag investments in the U.S. and internationally. The Company is the majority owner of Bloomia, one of the largest producers of fresh-cut tulips in the United States. For additional information, contact (800) 874-4648 or visit our website at www.BloomiaHoldingco.com. Investor inquiries can be submitted to info@BloomiaHoldingco.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this press release that are not statements of historical or current facts are considered "forward-looking statements" within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results or performance of the Company to be materially different from the results or performance expressed or implied by such forward-looking statements. The words "anticipate," "believe," "could," "estimate," "expect," "future," "groundwork," "intend," "likely," "may," "plan," "project," "set ourselves up," "will" and similar expressions identify forward-looking statements. Forward-looking statements include statements expressing the intent, belief or current expectations of the Company and members of our management team regarding, for instance: (i) our belief that our cash balance, cash generated by operations and borrowings available under our credit agreement, will provide adequate liquidity and capital resources for at least the next twelve months and (ii) regarding the potential for growth and other opportunities for our business. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. These statements are subject to the risks and uncertainties that could cause actual results to differ materially and adversely from the forward-looking statements. These forward-looking statements are based on current information, which we have assessed and which by its nature is dynamic and subject to rapid and even abrupt changes.

Factors that could cause our estimates and assumptions as to future performance, and our actual results, to differ materially include the following: (1) our ability to complete the Rights Offering and the level of participation in, and correspondence proceeds received from us from, the Rights Offering, (2) our ability to compete, (3) concentration of revenue among a small number of customers, (4) dependency on Dutch tulip bulbs, (5) changes in interest rates, (6) ability to comply with the requirements of our credit agreement and operate within its restrictions, (7) economic and market conditions that may restrict or delay appropriate or desirable opportunities, (8) our ability to develop and maintain necessary processes and controls relating to our businesses, (9) reliance on one or a small number of employees, (10) our ability to generate enough cash or secure enough capital to execute our business plans, (11) our ability to obtain seasonal workers, (12) other economic, international, business, market, financial, competitive and/or regulatory factors affecting the Company's businesses generally, (13) exchange rate fluctuations, (14) tariffs, and (15) the availability of additional capital on desirable terms, if at all. . Forward-looking statements involve known and unknown risks, uncertainties and other factors, including those set forth in our Transition Report on Form 10-KT for the six months ended June 30, 2025 and additional risks, identified in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with the Company's filings with the SEC. The Company assumes no responsibility to update the forward-looking statements contained in this press release or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.

Contact:

Bloomia Holdings, Inc.
Biz McShane, CFO
(763) 392-6200

SOURCE: Bloomia Holdings, Inc.