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): September 26, 2023 (September 21, 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 September 21, 2023, Unrivaled Brands, Inc. (the “Company”) issued a press release announcing the resolution of certain litigation against National Fire & Marine Insurance Company, Woodruff-Sawyer & Co., and R-T Specialty, LLC. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On September 22, 2023, the Company issued a press release highlighting the updated Credit Summary and Ranking Report as of September 15, 2023 by Viridian Capital Advisors. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

On September 26, 2023, the Company issued a press release announcing its retail dispensary, People’s OC, placed in the top 3 “Best of Cannabis Retailers” in Orange County in a poll led by the Orange County Register. A copy of the press release is furnished as Exhibit 99.3 to this Current Report on Form 8-K.

The information contained in this Item 7.01, and in Exhibits 99.1, 99.2, and 99.3 hereto, 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 September 21, 2023
99.2						Press Release, dated September 22, 2023
99.3						Press Release, dated September 26, 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: September 26, 2023	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

EXHIBIT 99.1

Unrivaled Brands Settles Litigation Brought Against Insurer and Broker, Reaffirms Focus on Market Opportunities

SANTA ANA, Calif., Sept. 21, 2023 (GLOBE NEWSWIRE) – Unrivaled Brands, Inc. (OTCQB: UNRV) (“Unrivaled,” “Unrivaled Brands,” or the “Company”), a cannabis company with operations throughout California, is pleased to announce the resolution of litigation with National Fire & Marine Insurance Company (“National Fire”) and Woodruff-Sawyer & Co. (“Woodruff-Sawyer”). Unrivaled alleged in the litigation that it had improperly been denied insurance coverage under a National Fire policy Unrivaled had obtained through its insurance broker, Woodruff-Sawyer.

Robert Baca, Unrivaled’s Chief Legal Officer, noted, “This settlement follows closely on the heels of the settlement agreement reached with Mystic Holdings, Inc. Our history of resolving complex legal matters reflects our resilience and commitment to strategic thinking. While we remain open to reasonable dialogue and solutions, it's worth acknowledging that our recent legal settlements underscore our broader capabilities.”

Sabas Carrillo, Unrivaled’s Chief Executive Officer, said, “We are pleased to have reached another amicable and reasonable solution. We continue to make progress and consider this settlement another step in the right direction. We are incredibly grateful to our legal and research teams including Susan White and Roger Scott at Buchalter for providing invaluable guidance during this process. Their efforts have been and continue to be tireless to advance the interests of the Company.”

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.

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. These risks 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.

EXHIBIT 99.1

Contact:

Jason Assad

LR Advisors LLC.

jassad@unrivaledbrands.com

678-570-6791

EXHIBIT 99.2

Unrivaled Brands Continues Its Rise in the Cannabis Industry: Ranked #8 Most Profitable and #19 Most Credit Worthy Among U.S. and Canadian Peers

SANTA ANA, Calif., Sept. 22, 2023 (GLOBE NEWSWIRE) -- Unrivaled Brands, Inc. (OTCQB: UNRV) (“Unrivaled,” “Unrivaled Brands,” or the “Company”), a cannabis company with operations throughout California, is pleased to announce that Viridian Capital Advisors released an updated Credit Summary and Ranking Report as of September 15, 2023, on which Unrivaled Brands was listed as the 8th most profitable cannabis company among its U.S. and Canadian publicly traded peers. It was also listed as having the 19th best credit rating amongst its peers. The rankings follow Unrivaled’s having surpassed a total market cap of $20.0 million.

Unrivaled’s unlikely path to inclusion in the rankings comes only 12 months after Sabas Carrillo and a turnaround team of executives took the helm of a company that was on the brink of receivership, facing aggressive litigation, and significant debt.

How to account for their rise in the cannabis industry? Mr. Carrillo, Unrivaled’s Chief Executive Officer said, “We have been working non-stop for over a year now. If you look at where we are and consider where we started, our progress has truly been a remarkable team effort at all levels of the organization. From budtenders and guides, to cultivators, to our corporate office, our team has come together in a common purpose: to win championships. In looking to the opportunities that lie ahead, I speak for the entire organization when I say that we are not going to miss our shot.”

Jim Miller, Unrivaled’s Chief Operating Officer, stated, “It bears repeating that our progress can be attributed to our gracious creditors, investors, and the cannabis community generally that all continue to support the company and work with us through challenges and uncertainty.”

The rankings can be found here: Viridian Credit Tracker - Viridian Capital Advisors.

Source: Viridian Capital Advisors: https://dealtracker.viridianca.com/credit-tracker-by- industry-sector/

EXHIBIT 99.2

About Unrivaled Brands

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

Cautionary Language Concerning Forward-Looking Statements

Contact:

Jason Assad

LR Advisors LLC.

jassad@unrivaledbrands.com

678-570-6791

EXHIBIT 99.3

Unrivaled Brands’ Retail Dispensary, People’s OC, Places in Top 3 “Best of Cannabis Retailers” in Orange County

SANTA ANA, Calif., Sept. 26, 2023 (GLOBE NEWSWIRE) – Unrivaled Brands, Inc. (OTCQB: UNRV) (“Unrivaled,” “Unrivaled Brands,” or the “Company”), a cannabis company with operations throughout California, announced today that their megastore, People’s OC – soon to be renamed, Blüm OC – has taken 2nd place for all cannabis dispensaries in Orange County, in the coveted readers’ choice poll “Best of Orange County 2023” from the Orange County Register.

“We are honored to be a top winner in the people’s choice for best dispensary,” said Tracy McCourt, Unrivaled’s Chief Revenue Officer. “We take great pride in providing the best selection of fresh, curated, and quality cannabis products to the community. We also know that our staff provides the truly premiere customer experience in cannabis today, combining unequivocal service and product knowledge to ensure customers always leave and return happy,” she continued.

“With so many cannabis retailers to choose from in the Orange County area today, we are very pleased that the community continues to see People’s OC as such an exceptional destination,” said Colin Murphy, General Manager of People’s OC. “This honorable achievement validates what we ourselves have always strived for. While our name will soon be changing to Blüm OC, our culture and commitment to our customers will remain the same,” he added.

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. Korova, an Unrivaled Brand, is known for its high potency products across multiple product categories, including the legendary 1000 mg THC Black Bar.

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

Cautionary Language Concerning Forward-Looking Statements

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.

EXHIBIT 99.3

Contact:

Jason Assad

LR Advisors LLC.

jassad@unrivaledbrands.com

678-570-6791

Cover	Sep. 26, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 26, 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