UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 31,
2020
_________________________
UPD HOLDING CORP.
(Exact Name of Company as Specified in Charter)
Nevada |
|
001-10320 |
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81-4397205 |
(State or Other
Jurisdiction |
|
(Commission File
Number) |
|
(IRS
Employer |
of
Incorporation) |
|
|
|
Identification
No.) |
|
75 Pringle Way, 8th Floor, Suite 804
Reno, Nevada
|
|
89502 |
|
|
(Address of
Principal Executive Offices) |
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(Zip
Code) |
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775-829-7999
(Company’s telephone number, including area code)
_________________________
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Company 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)). |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging Growth Company o
If an emerging growth company, indicate by check mark 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
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
Trading
Symbol |
Number of each
exchange on which registered |
Common |
UPDC |
Pink
Sheet |
UDC Holding Corp. is referred to herein as “we”, “our” or “us’
or the “Company”.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All
statements, other than statements of historical fact, contained in
this prospectus constitute forward-looking statements. In some
cases you can identify forward-looking statements by terms such as
“may,” “intend,” “might,” “will,” “should,” “could,” “would,”
“expect,” “believe,” “estimate,” “anticipate,” “predict,”
“project,” “potential,” or the negative of these terms and similar
expressions intended to identify forward-looking statements.
Forward-looking statements are based on assumptions and estimates
and are subject to risks and uncertainties. We have identified
below in this Current Report on Form 8-K some of the factors that
may cause actual results to differ materially from those expressed
or assumed in any of our forward-looking statements. There may be
other factors not so identified. You should not place undue
reliance on our forward-looking statements. As you read this
Current Report on Form 8-K, you should understand that these
statements are not guarantees of performance or results.
Further, any forward-looking statement speaks only as of the date
on which it is made and, except as required by law, we undertake no
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which it is made or to
reflect the occurrence of anticipated or unanticipated events or
circumstances. New factors may emerge that may cause our business
not to develop as expected. We cannot predict such future events or
circumstances. Factors that may cause actual results to differ
materially from those expressed or implied by these forward-looking
statements include the following:
These forward-looking statements include, among other things,
statements relating to:
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· |
Our anticipated cash needs and
estimates regarding our capital expenditures, as well as its
capital requirements and need for additional financing; |
|
· |
Our ability to identify and retain
personnel; |
|
· |
Our ability to maintain current
strategic relationships and develop relationships with new
strategic partners; |
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· |
Our competitive position and its
expectations regarding competition from other brewing companies;
and |
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· |
Anticipated trends and challenges in
our core business and the markets in which we operate. |
|
Item 1.01 |
Entry Into Material Definitive
Agreement |
Assumption Agreement with Record Street Brewing Company and
Jesse Corletto
On December 31, 2020, we completed an Assumption Agreement between
and among Record Street Brewing Company (“Record Street”) and Jesse
Corletto (“Corletto”) (the “Assumption Agreement”). Pursuant to the
Assumption Agreement: (i) we assigned to Corletto all of our right,
title, and interest in and to all of the capital stock of its
wholly owned subsidiary, Record Street; and (ii) Corletto accepted
the ownership of Record Street subject to the assumption by Record
Street of liabilities in the aggregate amount of $248,967 (See also
Item 2.01 below). A copy of the Assumption Agreement is attached to
this report as Exhibit 10.1.
Debt Settlement Agreement with Property Resource Associates, LLC
and Gary Plichta
On December 31, 2020, we entered into a Debt Settlement Agreement
(the “Settlement Agreement) with Property Resource Associates LLC,
a Florida limited liability company (“PRA”), and Gary Plichta
(“Plichta”). Pursuant to the Settlement Agreement, PRA and its
affiliates agreed to extinguish the outstanding debts and
liabilities that we currently owe to PRA and its affiliates in
exchange for our payment of 3,900,000 restricted common stock
shares to PRA. In connection with the foregoing consideration, the
Parties mutually released one another from all actions, causes of
actions, claims, suits, debts, judgments, agreements, and
otherwise. A copy of the Settlement Agreement is attached to this
report as Exhibit 10.2.
Entry Into Material Definitive Agreement – Consulting Agreement
with Sage Intergroup, Inc.
On December 31, 2020, we entered into a Consulting Agreement with
Sage Intergroup Inc., a California corporation (“SII”). Pursuant to
the Consulting Agreement, SII and its affiliates agree to provide
certain busines advisory services and introduce certain business
counterparties to us for a term of ninety (90) days in exchange for
our one-time payment of 500,000 restricted common stock shares The
Consulting Agreement is subject to a mutual indemnification
provision between the parties. A copy of the Consulting Agreement
is attached to this report as Exhibit 10.3.
Incorporation by Reference
The foregoing description of the above-referenced Agreements and
related transactions in this Item 1.01 does not purport to be
complete and is qualified in its entirety by reference to the
complete text of the Agreements, which have been filed as Exhibits
10.1, 10.2, 10.3 hereto, and which are incorporated herein by
reference.
|
Item 2.01. |
Completion of Disposition of
Assets |
As of December 31, 2020, the outstanding debts of RSB reflected in
our consolidated financial statements totaled $248,967 (the “RSB
Debts”). Pursuant to the Assumption Agreement, the RSB Debts were
assumed by RSB from us upon the transfer of ownership of RSB to
Corletto, together with all other, contingent and non-contingent,
known and unknown, rights, assets, and liabilities of RSB. The RSB
Debts will be removed from our consolidated financial statements as
reflected in future SEC filings. As of December 31, 2020, Corletto
was not a related party to, or an affiliate of the Company.
|
Item 3.02. |
Unregistered Sales of Equity
Securities |
On December 31, 2020, we issued PRA a total of 3,900,000 restricted
common stock shares as the consideration to PRA as referenced in
Item 1.01 above.
On December 31, 2020, we issued SII a total of 500,000 restricted
common stock shares as the consideration to SII as referenced in
Item 1.01 above.
All of the securities issuances reported in this Item 3.02 were
made in reliance upon Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”), and Rule 506 of Regulation D under
the Act.
|
Item 5.02 |
Departure of Director;
Appointment to Fill Vacancy of Director |
Resignation of Director Andrew Smith
Effective as of December 31, 2020, Andrew Smith resigned as a
member of our board of directors (the “Resignation”). As stated in
Andrew Smith’s resignation letter, the Resignation is not due to
any disagreement with us or our management regarding our
operations, policies or practices.
Appointment of Dr. George D. Shoenberger to our Board of
Directors
Following the Resignation and effective as of December 31, 2020,
our board of directors consisted of two remaining members, Mark
Conte and Kevin Pikero, at which time our Board of Directors
appointed Dr. George D. Shoenberger to fill the Board vacancy as a
result of Andrew Smith’s resignation as Director. George D.
Shoenberger shall serve until the expiration of the remaining term
of Andrew Smith’s prior appointment or election to our board.
Biography of Dr. George D. Shoenberger
Dr. Shoenberger, 46, is a Nevada Licensed Psychologist and since
2015 has served as the Manager of Health Psychology Associates LLC
in Reno, Nevada. He obtained both bachelor’s and master’s degrees
in psychology at California State University, Chico, and later
attended the clinical psychology doctoral program at the University
of Nevada, Reno, where he completed a Ph.D. with an emphasis on
cognitive-behavioral treatments for anxiety disorders and
addictions. Dr. Shoenberger completed his pre-doctoral internship
at the Portland VA Medical Center and received specialized training
in psychological assessment, behavioral medicine and health
psychology, eating disorders treatment, and chronic disease
management. He then completed post-doctoral training with an
emphasis on behavioral pediatrics and adolescent psychology. In
addition to his client practice, Dr. Shoenberger has consulted with
several healthcare agencies that specialize in behavioral health
and lifestyle change. Dr. Shoenberger has actively practiced as a
licensed psychologist since 2009.
Inclusive of Dr. Shoenberger, no member of our board of directors:
(i) is a party to any contract for their service as a director or
entitled to any compensation for service as a director at this
time; (ii) has any ‘family relationship’ with any of our other
officers or directors as that term is defined in Item 401(d) of
Regulation S-K (17 CFR 229.401(d)); or (iii) has engaged in a
‘related party transaction’ meeting the dollar value threshold
($120,000) for that term as defined in Item 404(a) of Regulation
S-K (17 CFR 229.404(a)) since the beginning of our last fiscal
year.
There currently are no committees of our board of directors. Each
of Messrs. Conte and Pikero serve as our executive officers and
have been deemed by our board of directors to be “interested
directors”. Neither we nor any of our subsidiaries employ Dr.
Shoenberger and he has been deemed by our board of directors to be
an independent (i.e., non-interested) director.
For the purpose of determining whether a director is ‘interested’
or ‘independent’, our board of directors defines ‘independent’
directors as not ‘interested’ and ‘interested’ directors as an
executive officer or employee of the Company or any other
individual having a relationship that, in the opinion of the
Company’s board of directors, would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director.
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Item 9.01 |
Financial Statements and
Exhibits |
The exhibits listed below are filed herewith.
Exhibit
Number |
|
Description |
|
|
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10.1 |
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Assumption
Agreement, dated December 31, 2020, between UPD Holding Corp. and
Jesse Corletto. |
10.2 |
|
Debt Settlement
Agreement, dated December 31, 2020, between UPD Holding Corp. and
Property Resource Associates LLC. |
10.3 |
|
Consulting
Agreement, dated December 31, 2020, between UPD Holding Corp. and
Sage Intergroup Inc. |
5.1 |
|
Resignation Letter
of Andrew D. Smith, dated December 31, 2020. |
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
UPD HOLDING CORP.
Dated:
January 7, 2021 |
By:/s/ Mark W.
Conte |
Mark
W. Conte |
|
|
President and Chief Executive Officer
(Principal Executive Officer)
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Dated: January 7,
2021 |
By:/s/ Kevin J.
Pikero |
Kevin J.
Pikero |
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
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