SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 14,
UPD HOLDING CORP.
(Exact Name of Company as Specified in Charter)
|(State or Other
75 Pringle Way, 8th Floor, Suite 804
||(Address of Principal Executive
(Company’s telephone number, including area code)
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:
||Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425).
||Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12).
||Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)).
||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.
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Number of each exchange on which registered
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:
||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
||Our ability to maintain current
strategic relationships and develop relationships with new
||Our competitive position and its
expectations regarding competition from other brewing companies;
||Anticipated trends and challenges
in our core business and the markets in which we operate.
||Entry Into Material Definitive
January 14, 2021, our wholly owned subsidiary, United Product
Development Corporation (the “Subsidiary”), a Nevada corporation,
entered into a commercial lease (the “Lease”) with Athens Commons,
LLC, a Kentucky Limited Liability Company, for the lease of a
88,740 square foot building at 5532 Athens Boonsboro Road,
Lexington, Kentucky. The Lease is for a 5-year term with options to
renew for 2 additional 5-year terms. The effective beginning date
of the Lease term is January 14, 2021. The Lease provides for
minimum monthly rent of $50,000 for the first lease year and a 3%
rental increase for each succeeding lease year. $30,000 per month
of the monthly rent is abated during the period that the Subsidiary
completes improvements or is waiting on government and municipal
permits and licenses. The Subsidiary, as the tenant, is required to
obtain an all-risk insurance policy covering the premises as well
as a public liability insurance policy of not less than $1,000,000.
The Subsidiary intends to develop the building for the purpose of
operating a substance abuse detoxification facility.
Regulation FD Disclosure
will distribute a press release regarding the Lease and our plans
associated with the Lease.
The information in this Current Report on Form 8-K with respect to
Item 7.01 (including the Press Release attached as Exhibit 99.1
hereto) is being furnished pursuant to Item 7.01 of Form 8-K and
shall not be deemed to be “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended (“Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall
it be deemed to be incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act. This
current report on Form 8-K will not be deemed an admission as to
the materiality of any information contained herein (including the
Press Release attached as Exhibit 99.1 hereto).
||Financial Statements and
The exhibits listed below are filed or furnished herewith.
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 20, 2021
By:/s/ Mark W. Conte
Mark W. Conte
President and Chief Executive Officer
(Principal Executive Officer)
UPD (PK) (USOTC:UPDC)
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