EXHIBIT 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
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 1.02. Termination of a Material Definitive Agreement.
In connection with the Reorganization, Blüm assumed the Incentive Plans, each UNRV Note and each UNRV Warrant (each as defined below), the description of which is included in Item 2.01 and is incorporated herein by reference.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 12, 2024, Unrivaled Brands, Inc., a Nevada corporation (“UNRV”) completed its previously announced reorganization merger pursuant to an Agreement and Plan of Merger, dated October 9, 2023 (the “Reorganization Agreement”), by and among UNRV, Blum Holdings, Inc., a Delaware corporation (“Blüm”), and Blum Merger Sub, Inc., a Nevada corporation and, as of immediately prior to the consummation of such merger, a wholly-owned subsidiary of Blüm (“Merger Sub”). The Reorganization Agreement provided for the merger of UNRV and Merger Sub, with UNRV surviving the merger as a wholly owned subsidiary of Blüm (the “Reorganization”). The Reorganization Agreement was approved and adopted by the stockholders of UNRV at its annual meeting of stockholders held on December 5, 2023.
At the effective time of the Reorganization, all of the issued and outstanding shares of UNRV’s common stock, par value $0.001 per share (“UNRV Common Stock”) were converted automatically on a one-for-one basis into shares of Blüm’s common stock, par value $0.001 per share (“Blüm Common Stock”), and all of the issued and outstanding shares of UNRV’s classes of preferred stock, par value $0.001 per share (“UNRV Preferred Stock”), were converted automatically on a one-for-one basis into shares of Blüm’s respective classes of preferred stock, par value $0.001 per share (“Blüm Preferred Stock”).
In connection with the Reorganization, Blüm assumed (a) the Terra Tech Corp. 2016 Equity Incentive Plan (the “2016 Plan”), (b) the Terra Tech Corp. Amended and Restated 2018 Equity Incentive Plan (as amended, the “2018 Plan”), and (c) the UMBRLA, Inc. 2019 Equity Incentive Plan (as amended, the “UMBRLA Plan,” and together with the 2016 Plan and the 2018 Plan, the “Incentive Plans”). Blüm also assumed all options to purchase shares of UNRV Common Stock that were outstanding under the Incentive Plans at the time of the Reorganization. The reserve of UNRV Common Stock under the Incentive Plans was automatically converted on a one-share-for-one-share basis into shares of Blüm Common Stock. The terms and conditions that were in effect immediately prior to the Reorganization under each outstanding equity award assumed by Blüm will continue in full force and effect after the Reorganization, except that the shares of common stock issuable under each such award will be shares of Blüm Common Stock.
At the effective time of the Reorganization, (i) each outstanding convertible promissory note (a “UNRV Note”) convertible into shares of UNRV Common Stock automatically converted into a convertible promissory note convertible into shares of Blüm Common Stock (a “Blüm Note”) and (ii) each outstanding warrant to purchase shares of UNRV Common Stock (a “UNRV Warrant”) automatically converted into a warrant to purchase shares of Blüm Common Stock (a “Blüm Warrant”). Each Blüm Note is subject to terms and conditions consistent with the applicable UNRV Note as in effect immediately prior to the effective time. Each Blüm Warrant is subject to terms and conditions consistent with the applicable UNRV Warrant as in effect immediately prior to the effective time.
For a period of twenty (20) business days following the Reorganization, the shares of Blüm Common Stock will trade on the OTCQB tier of the OTC Markets under the symbol “UNRVD.” Thereafter, UNRV expects that the shares of Blüm Common Stock will trade under the symbol “BLMH.” The CUSIP number for the Blüm Common Stock is 09642F101.
The directors and executive officers of Blüm immediately following the Reorganization are the same individuals who were directors and executive officers, respectively, of UNRV immediately prior to the Reorganization.
Upon completion of the Reorganization, Blüm Common Stock was deemed to be registered under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), pursuant to Rule 12g-3(a) promulgated thereunder. For purposes of Rule 12g-3(a), Blüm is the successor issuer to UNRV.
The foregoing description of the terms of the Reorganization Agreement is not complete and is qualified in its entirety by reference to the Reorganization Agreement, a copy of which is included as Exhibit 2.1 to UNRV’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2023 and incorporated by reference herein.
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Item 3.03. Material Modification to Rights of Security Holdings.
As a result of the Reorganization, stockholders of UNRV became stockholders of Blüm, and the rights of such stockholders are now defined by the Delaware General Corporation Law, the Amended and Restated Certificate of Incorporation of Blüm (the “Certificate of Incorporation”), the Certificate of Designation of Series V Preferred Stock of Blüm (the “Series V Certificate”), the Certificate of Designation of Series N Preferred Stock of Blüm (the “Series N Certificate,” and together with the Series V Certificate and the Certificate of Incorporation, the “Charter”) and the Amended and Restated Bylaws of Blüm (the “Bylaws”). A description of the comparative rights of the holders of Blüm capital stock and the holders of UNRV capital stock is included in the “Proposal 1. Reorganization” section of the joint proxy statement/prospectus of Blüm and UNRV (the “Joint Proxy Statement/Prospectus”), filed by Blüm with the SEC on October 23, 2023, which description is incorporated by reference herein.
Item 5.01. Change in Control of Registrant.
The information set forth above under Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The directors of Blüm are the same as the directors of UNRV immediately prior to the Reorganization. Such directors and their current committee positions are listed below.
Board and Committees
Director |
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| Audit |
| Compensation |
| Nominating | ||
Sabas Carrillo |
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| 46 |
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Matthew Barron |
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| 39 |
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| X |
| X |
| X | |
James Miller |
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| 63 |
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The executive officers of Blüm are the same as the executive officers of UNRV immediately prior to the Reorganization. Such executive officers and their current positions are listed below.
Executive Officer |
| Age |
| Present Position |
Patty Chan |
| 36 |
| Chief Financial Officer |
Christopher Rivera |
| 45 |
| Interim Chief Financial Officer |
Sabas Carrillo |
| 46 |
| Chief Executive Officer, Chairman of Board of Directors |
In connection with the Reorganization, Blüm assumed the Incentive Plans.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 12, 2024, Articles of Merger filed with the Secretary of State of the State of Nevada effectuating the Reorganization became effective. The Reorganization is described above in Items 2.01 and 3.03 of this Current Report on Form 8-K, and such description is incorporated in this Item 5.03 by reference. A copy of the Articles of Merger is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On January 16, 2024, UNRV issued a press release relating to the consummation of the Reorganization, and Blüm issued a press release relating to the symbol change resulting from the reverse stock split and subsequent Reorganization. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference.
The information provided under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
At the effective time of the Reorganization, Blüm became the successor issuer to UNRV pursuant to Rule 12g-3(a) under the Exchange Act. Pursuant to Rule 12g-3(a) under the Exchange Act, shares of Blüm Common Stock, as the common stock of the successor issuer, are deemed registered under Section 12(g) of the Exchange Act. In connection with the completion of the Reorganization, Blüm is filing with the SEC a Current Report on Form 8-K12G3. As a result, future filings with the SEC will be filed by Blüm under CIK No. 1996210.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
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| Articles of Merger, filed with the Nevada Secretary of State, effective January 12, 2024 | |
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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. |
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Date: January 16, 2024 |
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| By: | /s/ Sabas Carrillo |
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| Sabas Carrillo Chief Executive Officer |
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EXHIBIT 3.1
EXHIBIT 99.1
Unrivaled Brands Announces Successful Completion of Reorganization and Reverse Stock Split
SANTA ANA, Calif., Jan. 16, 2023 (GLOBE NEWSWIRE) – Unrivaled Brands, Inc. (OTCQB: UNRV) (“UNRV,” “Unrivaled Brands,” “Company,” “we” or “us”), a cannabis company with operations throughout California, is pleased to announce the successful completion of its strategic reorganization and reverse stock split. This marks a significant milestone in the Company's growth and development strategy.
On January 12, 2024, UNRV completed its previously announced reorganization merger. Pursuant to such reorganization, Blum Holdings, Inc., a Delaware corporation (“Blüm”) is now the parent company of UNRV and has replaced UNRV as the publicly held corporation. The directors and officers of UNRV immediately prior to the reorganization now serve as the directors and officers of Blüm, and business operations continue from our current office locations and companies. The reorganization was completed in an effort to strategically position the Company to capitalize on growth opportunities.
Immediately prior to the completion of the reorganization, on January 12, 2024, UNRV implemented a reverse stock split of its common stock at a 1-for-100 ratio.
Pursuant to the reorganization, each share of UNRV’s common stock and preferred stock outstanding immediately prior to the effective time (and immediately following the reverse stock split) has automatically converted into equivalent shares of Blüm’s common stock and preferred stock, respectively, and Blüm’s common stock will trade on the OTCQB tier of the OTC Markets under the symbol “BLMH”. Former stockholders of UNRV are required to surrender their original stock certificates to West Coast Stock Transfer, Inc., the Company’s exchange agent, in accordance with the letters of transmittal to be distributed to the former stockholders in the coming days. Blüm’s common stock has been assigned a new CUSIP number: 09642F 101.
Unrivaled Brands extends its gratitude to its stockholders, partners, and dedicated team for their unwavering support and contributions to this pivotal reorganization. We look forward to embarking on this exciting new chapter in our corporate journey.
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, 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.
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Cautionary Note Regarding 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 Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. 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. 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. Forward-looking information in this news release includes statements regarding the growth of the Company’s business as a result of the reorganization merger. Such forward-looking statements are based on the Company’s current expectations based on information currently available 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. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected.
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. Such risks may include, among others, the risk that the Company will not achieve the anticipated benefits of the reorganization merger or the reverse stock split. 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 Securities and Exchange Commission (the “SEC”). Forward-looking statements included in this press release are based on information available to the Company as of the date of this press release. 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.
Contact:
Jason Assad
LR Advisors LLC.
jassad@unrivaledbrands.com
678-570-6791
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EXHIBIT 99.2
Blum Holdings, Announces Future Trading as BLMH; Currently Trades as UNRVD Following Reorganization and Reverse Stock Split
SANTA ANA, Calif., Jan. 16, 2023 (GLOBE NEWSWIRE) – Blum Holdings, Inc. (OTCQB: UNRVD) (“Company,” “we” or “us”), a cannabis company with operations throughout California, following the announcement of its strategic reorganization and reverse stock split also announces that pursuant to FINRA regulations and practice, the new symbol for trading will be OTCQB:UNRVD for a period of 20 business days, after which the ticker symbol will automatically change to “BLMH”. The corporate actions effecting the reorganization and split took effect at the open of business on 1/16.
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, 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 Note Regarding 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 Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, known as the PSLRA. 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. 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. Forward-looking information in this news release includes statements regarding the growth of the Company’s business as a result of the reorganization merger. Such forward-looking statements are based on the Company’s current expectations based on information currently available 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. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected.
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. Such risks may include, among others, the risk that the Company will not achieve the anticipated benefits of the reorganization merger or the reverse stock split. 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 Securities and Exchange Commission (the “SEC”). Forward-looking statements included in this press release are based on information available to the Company as of the date of this press release. 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.
Contact:
Jason Assad
LR Advisors LLC.
jassad@unrivaledbrands.com
678-570-6791