Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 13, 2023


			UNRIVALED BRANDS, INC.
			(Exact name of registrant as specified in its charter)

Nevada

000-54258

26-3062661

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


3242 S. Halladay St., Suite 202 Santa Ana, California						92705
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (888) 909-5564

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.001

UNRV

OTCQB

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 7.01. Regulation FD Disclosure.

On July 13, 2023, Unrivaled Brands, Inc. (the “Company”) issued a press release announcing the appointment of Sabas Carrillo as the Chairman of the Company’s Board of Directors (the “Board”) and James Miller as a director on the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01, and in Exhibit 99.1, referenced herein is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.

Item 9.01 .Financial Statements and Exhibits.

(d) Exhibits.


Exhibit						Description

99.1						Press Release, dated July 13, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	UNRIVALED BRANDS, INC.

Date: July 13, 2023	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

EXHIBIT 99.1

Unrivaled Brands Appoints CEO as Chairman of the Board and COO as Director

SANTA ANA, Calif., July 13, 2023 (GLOBE NEWSWIRE) – Unrivaled Brands, Inc. (OTCQB: UNRV) (“Unrivaled,” “Unrivaled Brands,” or the “Company”), a cannabis company with operations throughout California, announced today the appointment of its Chief Executive Officer, Sabas Carrillo, who has served as a director on the Company’s Board of Directors (the “Board”) since December 2022, as the Chairman of the Board. Concurrently, the Company also announced the appointment of its Chief Operating Officer, James Miller, as a director on the Board. This marks a significant milestone in the transition to a completely new executive team, which began in August 2022.

“Jim brings a wealth of financial acumen and diverse operational expertise from his roles in the entertainment, technology, e-commerce, and cannabis sectors. His track record, including senior positions at Walt Disney Company, Viacom, 3PL Central LLC, and MedMen Enterprises Inc., where his responsibilities spanned financial reporting, internal controls, and operational departments, from inception, initial public offering and subsequent growth stages, will be pivotal to our ongoing restructuring plan,” stated Unrivaled’s CEO, Sabas Carrillo.

Sabas concluded with the following, “We will continue to build a Board that is composed of a dynamic group of leaders with a deep understanding of current market trends and cannabis industry complexities. Our team, the backbone of this organization, has risen to every challenge. I have immense gratitude for their resilience and dedication and am humbly proud of what we have accomplished together.”

Despite meaningful progress, significant risk factors previously disclosed in public disclosures including remaining litigation, completing settlement documents related to stayed litigation, substantial debt still outstanding, and unfavorable market and regulatory conditions remain; any of which have the potential to derail our progress.

About Unrivaled Brands

Unrivaled Brands is a company focused on the cannabis sector with operations in California. Unrivaled Brands operates four dispensaries and direct-to-consumer delivery, a cultivation facility, and several leading company-owned brands. Unrivaled Brands is home to Korova, known for its high potency products across multiple product categories.

For more info, please visit: https://unrivaledbrands.com.

EXHIBIT 99.1

Cautionary Language Concerning 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 and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as 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. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. 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. Such forward-looking statements are based on the Company’s expectations 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.

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 risk that the Company and the sellers may not ever enter into definitive documents contemplated by the term sheet discussed above and, therefore, the Company may not settle the amounts owed to the sellers on the terms described above or at all. These risks, as well as other risks associated with the combination, will be more fully discussed in the Company’s reports with the SEC. Additional risks and uncertainties are 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 SEC. Forward-looking statements included in this release are based on information available to the Company as of the date of this release. The Company undertakes no obligation to update such forward-looking statements to reflect events or circumstances after the date of this release.

Contact:

Jason Assad

LR Advisors LLC.

jassad@unrivaledbrands.com

678-570-6791

Cover	Jul. 13, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 13, 2023
Entity Registrant Name	UNRIVALED BRANDS, INC.
Entity Incorporation, State or Country Code	NV
Entity File Number	000-54258
Entity Tax Identification Number	26-3062661
Entity Address, Address Line One	3242 S. Halladay St.
Entity Address, Address Line Two	Suite 202
Entity Address, City or Town	Santa Ana
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92705
City Area Code	888
Local Phone Number	909-5564
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001
Trading Symbol	UNRV
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001451512