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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): October
5, 2021 (October 1, 2021)
UNRIVALED BRANDS, INC.
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(Exact name of
registrant as specified in its charter)
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Nevada
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000-54258
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26-3062661
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(State or other
jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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:
☐
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Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act
Title of each class
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Trading Symbol(s)
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Name of each exchange on
which registered
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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 ☐
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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
The information set forth in Item 2.01 below relating to the
Six-Month Notes and the Twelve-Month Notes (as defined below) and
the transactions contemplated thereby, is incorporated herein by
reference.
Item 2.01 Completion of Acquisition or
Disposition of Assets
As previously disclosed, on June 9, 2021, Unrivaled Brands, Inc.
(f/k/a Terra Tech Corp.) (the “Company”) entered into a Stock
Purchase Agreement with Sterling Harlan and Matthew Guild
(collectively, the “Sellers”), which was amended by a First
Amendment to Stock Purchase Agreement, dated July 13, 2021 (as
amended, the “SPA”), pursuant to which the Company would purchase
from the Sellers all of the issued and outstanding shares of common
stock (the “Shares”) of Silverstreak Solutions, Inc.
(“Silverstreak”), a cannabis delivery service based in Sacramento,
CA (the “Acquisition”).
On October 1, 2021, the Acquisition was completed. In consideration
for the Shares, at the closing of the transactions contemplated by
the SPA (the “Closing”), the Company paid the Sellers on a pro rata
basis a total of Eight Million Five Hundred Thousand Dollars
($8,500,000) (the “Purchase Price”). The Purchase Price is
comprised of (i) One Million Five Hundred Thousand Dollars
($1,500,000) in cash, (ii) 9,051,412 shares of restricted common
stock, par value $0.001 per share, of the Company (the “Purchaser
Shares”), which is equal to the quotient obtained by dividing (a)
$2,500,000, by (b) the volume-weighted average price of the
Purchaser Shares as reported through Bloomberg for the ten (10)
consecutive trading days ending on the business day prior to the
Closing, (iii) $2,000,000 in unsecured promissory notes with an
interest rate of 3% and due six months after the Closing (the
“Six-Month Notes”), and (iv) $2,500,000 in unsecured promissory
notes with an interest rate of 3% and due twelve months after the
Closing (the “Twelve-Month Notes”).
The Six-Month Notes and Twelve-Month Notes contain customary events
of default, including failure to pay any principal, interest or any
other amount due, a breach of representations, warranties or
covenants made by the Company, the commencement of bankruptcy
proceedings against the Company or the entry of a judgment or
decree against the Company. If an event of default occurs under
either the Six-Month Notes or Twelve-Month Notes, the noteholder
may declare the entire principal amount of the Six-Month Note or
Twelve-Month Note, as applicable, together with all accrued
interest thereon, immediately due and payable. In addition, if any
amount payable under either the Six-Month Notes or Twelve-Month
Notes is not paid when due, such overdue amount shall bear interest
at a rate of 8% from the date of such non-payment until such amount
is paid in full.
The foregoing descriptions of the Six-Month Notes and the
Twelve-Month Notes are qualified in their entirety by reference to
the full text of such documents, copies of which are filed as
Exhibits 10.1, 10.2, 10.3, and 10.4, respectively, to this Current
Report on Form 8-K (this “Report”) and which are incorporated by
reference herein in their entirety.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The information set forth in Item 2.01 above relating to the
Six-Month Notes and the Twelve-Month Notes and the transactions
contemplated thereby, is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 2.01 above relating to the SPA
and the transactions contemplated thereby, is incorporated herein
by reference. The Purchaser Shares issued pursuant to the SPA were
offered and sold in reliance on an exemption from registration
under Regulation D promulgated under Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”).
Appropriate restrictive legends were affixed to the Purchaser
Shares.
Item 7.01 Regulation FD Disclosure
Francis Knuettel II, the Company’s Chief Executive Officer, will
meet with investors at A.G.P.’s Fall Virtual Consumer Cannabis
Conference on Tuesday, October 5, 2021. A copy of the slides to be
used by the Company at the investor meetings is attached to this
Report as Exhibit 99.1. The slides set forth in Exhibit 99.1 are
incorporated herein by reference.
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 8.01 Other Events.
On October 5, 2021, the Company issued a press release announcing,
among other things, the completion of the Acquisition. A copy of
the press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Safe Harbor Statement
Information provided in this Report may contain statements relating
to current expectations, estimates, forecasts and projections about
future events that are “forward-looking statements” as defined in
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements generally relate to the Company’s plans,
objectives and expectations for future operations and are based
upon management’s current estimates and projections of future
results or trends. Actual future results may differ materially from
those projected as a result of certain risks and uncertainties. For
a discussion of such risks and uncertainties, see “Risk Factors” as
described in the Company’s Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 30, 2021 and other
reports on file with the Securities and Exchange Commission.
These forward-looking statements are made only as of the date
hereof, and the Company undertakes no obligation to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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Unrivaled Brands, Inc. |
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Date: October 5, 2021 |
By: |
/s/ Francis
Knuettel II |
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Francis Knuettel II |
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Chief Executive Officer |
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