8-K

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 11, 2023 (September 6, 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:

☐	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))

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  ☐

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 7.01. Regulation FD Disclosure.

On September 6, 2023, Unrivaled Brands, Inc. (the “Company”) issued a press release regarding its updated presentation entitled "Unrivaled: About Us". A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

On September 6, 2023, the Company released an updated presentation entitled “Unrivaled: About Us.” A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

The information contained in this Item 7.01, and in Exhibits 99.1 and 99.2, referenced herein is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or incorporated by reference in any 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 6, 2023
99.2	Presentation, dated September 6, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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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 11, 2023	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

Unrivaled Brands, Inc. Details 10 Months of Turnaround Progress

Company Issues Corporate Presentation as it Looks Ahead to Growth Opportunities and to Capitalize on Momentum

SANTA ANA, Calif., Sept. 06, 2023 (GLOBE NEWSWIRE) -- Unrivaled Brands, Inc. (OTCQB: UNRV) ("Unrivaled" or the "Company"), a cannabis company with operations throughout California, today released its updated presentation titled “Unrivaled: About Us.” This latest update revisits the Company's ongoing initiatives, milestones, and financial health.

Sabas Carrillo, Unrivaled’s Chief Executive Officer, said, “It has been a full year since our turnaround efforts began. The Unrivaled and Adnant teams undertook a challenge that no one reasonably expected we could meet. Not only have the teams risen to the occasion, but they have surpassed our own initial goals. It is with a strong sense of pride and with the confidence of momentum that we release an updated corporate deck to present 10 months of accomplishments and progress.”

“Unrivaled: About Us” is a summary presentation of the continuing journey of Unrivaled and the substantial progress that has occurred. In August 2022, Mr. Carrillo was brought on as Interim CEO along with a suite of turnaround professionals from Adnant. During the 10 months through the last reporting period ended June 30, 2023, Mr. Carrillo and his team have been effective in accumulating a notable curriculum vitae of accomplishments. Highlights from the presentation deck are included below.

10-Month Operational and Financial Performance Highlights:

· Reducing debt and liabilities by $53.6 million — a 43% reduction from 2021;

· Increasing gross margins from 37% in Q4 of 2021 to 52% reported in Q2 of 2023;

· Cutting down corporate overhead expenditures by 23% compared to the prior year;

· Reducing the $119.9 million net loss posted in Q3 of 2022 by 99% in Q2 of 2023;

· Decreasing the $9.2 million cash-based EBITDA loss posted in Q3 of 2022 to $0.8 million in Q2 of 2023;

· Increasing cash-based retail EBITDA income by $0.6 million to $1.7 million in Q2 of 2023 versus $1.1 million in Q3 of 2022; and

· Substantially eliminating the $9.7 million loss attributable to cultivation and distribution in Q3 of 2022 — posting only a $155,000 loss in Q2 of 2023.

10-Month Restructuring Highlights:

· Partnered with Brick City Productions, Inc.—who were part of the founding team of Blum Oakland in 2012 and who also are owner operators of five retail dispensaries—to re-open our previously shuttered dispensary in San Leandro;

· Focused on core competencies and spun-off or dissolved under-performing and non-performing assets and subsidiaries including our Oregon operations, our Nevada-based assets, and several of our other entities including UMBRLA, BRND House, and LTRMN CA;

· Expanded the potential of the core competency portfolio and entered into binding Letters of Intent with purchase options for Cookies branded retail locations in Oakland and Redding, California;

· Raised $2.0 million in capital in an executive-led financing during extremely challenging circumstances;

· Entered into a binding settlement term-sheet to settle a $23.0 million litigation related to the People’s transaction;

· Transformed leadership and instituted a completely reconstituted Board of Directors and executive management team; and

· Revamped the Company culture at all levels including operations and corporate.

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Korova Brand Presence:

· Refocused on Korova – a legacy brand with a storied history in California cannabis; and

· Two founders, Joe Gerlach and Blake Powers, remain on the team contributing OG prowess and vision.

Mr. Carrillo added, “Despite having made significant progress, we intimately understand that the path ahead is riddled with more challenges. As the Company has previously noted in public disclosures, significant risk factors remain including ongoing litigation, completing settlement documents related to stayed litigation, substantial debt still outstanding, and unfavorable market and regulatory conditions, any of which have the potential to derail our progress."

Chris Rivera, the Company’s Interim Chief Financial Officer, echoed previous sentiments, stating, “The progress achieved during the last 10 months is largely due to the creditors that continue to work with us, the investors that continue to believe in us, and the cannabis community that has rallied to support Mr. Carrillo and Unrivaled. For them we are incredibly grateful. This Company boasts the talent to execute and the heart to not give up.”

Mr. Carrillo concluded, “I, personally, am extremely grateful to our team, our vendors and partner brands for sticking by us during the past twelve months. It has truly been the pleasure of my career to work alongside you. I also remain grateful to our creditors and noteholders for your patience and willingness to work with the Company during the past year. Finally, to our shareholders, I extend my deepest sense of gratitude for your endurance and continued support of the stock—Thank you.”

The updated corporate presentation is available for viewing as of September 6, 2023, and can be accessed here.

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 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.

Contact:

Jason Assad

LR Advisors LLC.

jassad@unrivaledbrands.com

678-570-6791

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Unrivaled Brands, Inc.
Non-GAAP Reconciliation of Consolidated Operations (Unaudited)
	For the Three Months Ended
	June 30, 2023			September 30, 2022
($ presented in 000’s)
Net Loss	$	(1,442	)	$	(119,906	)
Less: Net Income from Discontinued Operations, Net		-			(72	)
Add (Deduct) Impact of:
Interest Expense		187			384
Provision for Income Tax Benefit		(125	)		(3,449	)
Depreciation Expense		221			921
Amortization of Intangible Assets		562			2,361
EBITDA Loss from Continuing Operations (Non-GAAP)	$	(597	)	$	(119,761	)
Non-GAAP Adjustments:
Stock-based Compensation Expense	$	1,642		$	544
Impairment of Assets		-			107,972
Severance Expense for Series A Share Repurchases		-			42
Loss (Gain) on Disposal of Assets		(1,739	)		1,529
Gain of Settlement of Liabilities		(110	)		-
Unrealized Loss on Investments		-			493
Cash EBITDA Loss from Continuing Operations (Non-GAAP)	$	(804	)	$	(9,181	)

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Unrivaled Brands, Inc.
Non-GAAP Reconciliation of Retail Operations (Unaudited)
	For the Three Months Ended
	June 30, 2023			September 30, 2022
($ presented in 000’s)
Income Before Provision for Income Taxes	$	1,727		$	896
Less: Net Loss from Discontinued Operations, Net		-			170
Add (Deduct) Impact of:
Interest Expense		48			-
Gain of Settlement of Liabilities		(110	)		-
Cash EBITDA Income from Continuing Retail Operations (Non-GAAP)	$	1,665		$	1,066

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EX-99.2

EXHIBIT 99.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

XML

Cover	Sep. 06, 2023
Cover [Abstract]
Entity Registrant Name	UNRIVALED BRANDS, INC.
Entity Central Index Key	0001451512
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Sep. 06, 2023
Entity File Number	000-54258
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	26-3062661
Entity Address Address Line 1	3242 S. Halladay St.,
Entity Address Address Line 2	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
Security 12b Title	Common Stock, par value $0.001
Trading Symbol	UNRV
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false