8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 14, 2021 (October 1, 2021)

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	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 (see General Instruction A.2. below):

☐     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(s) Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined 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 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. ☐

Explanatory Note

On October 5, 2021, Unrivaled Brands, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) disclosing that, on October 1, 2021, the Company completed its acquisition of SilverStreak Solutions, Inc., (“Silverstreak”), pursuant to the Stock Purchase dated July 13, 2021.

This Amendment No. 1 on Form 8-K/A amends the Initial Filing to include the required historical financial statements of Silverstreak and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K as well as the related auditor consents and should be read in conjunction with the Initial Filing.

The pro forma financial information included as Exhibit 99.2 to this Current Report on Form 8-K/A has been presented for informational purposes only, as required by Form 8K, and does not purport to represent the actual results of operations that the Company and Silverstreak would have achieved had the companies been combined at and during the period presented in the pro forma financial information, and is not intended to project the future results of operations that the combined company may achieve following the Transaction.

Except as described above, all other information in the Initial Filing remains unchanged.

Item 9.01 Financial Statements and Exhibits.

(a)  Financial statements of business acquired

The audited financial statements of Silverstreak Solutions, Inc. as of December 31, 2020 and for the year then ended are filed as Exhibit 99.1, and are incorporated herein by reference.

(b)  Pro forma financial information

The unaudited pro forma condensed combined financial information of Unrivaled Brands, Inc. (f/k/a Terra Tech Corp.) and Silverstreak Solutions, Inc. as of June 30, 2021 and the quarter then ended is filed as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of Hay & Associates – Silverstreak Solutions, Inc.
99.1	Audited Financial Statements of Silverstreak Solutions, Inc. as of December 31, 2020 and for the periods from January 1, 2020 through December 31, 2020.
99.2	Unaudited Pro Forma Condensed Combined Financial Information of Unrivaled Brands, Inc. (f/k/a Terra Tech Corp.) and Silverstreak Solutions, Inc. as of June 30, 2021 and for the quarter then ended June 30, 2021.
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: December 14, 2021	By:	/s/ Francis Knuettel II
		Francis Knuettel II
		Chief Executive Officer

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EX-23.1

EXHIBIT 23.1

 

EX-99.1

EXHIBIT 99.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.2

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial statements and related notes present the historical consolidated financial statements of Unrivaled Brands, Inc. (the “Company”), formerly Terra Tech Corp., and Silverstreak Solutions, Inc. (“Silverstreak”) as if completion of the acquisition had occurred on the dates specified below.

The following unaudited pro forma combined condensed financial information has been prepared to illustrate the estimated effects of the acquisition.

The unaudited pro forma condensed combined balance sheet as of June 30, 2021 is based on the individual unaudited historical consolidated balance sheets of the Company and Silverstreak as of the transaction had occurred on June 30, 2021.

The unaudited pro forma combined condensed statements of operations for the year ended December 31, 2020 combines the historical individual results of operations for the Company and Silverstreak for the year ended December 31, 2020 and has been prepared to reflect the transaction as if it occurred on January 1, 2020.

The unaudited pro forma combined condensed statements of operations for the six months ended June 30, 2021 combines the historical unaudited results of operations for the Company and Silverstreak for the six months ended June 30, 2021 and has been prepared to reflect the transaction as if it occurred on January 1, 2021.

Other than as disclosed in the notes thereto, the unaudited pro forma combined financial statements do not reflect any additional liabilities, off-balance sheet commitments or other obligations that may become payable after the date of such financial statements.

The unaudited pro forma condensed combined financial statements are presented for illustrative purposes only to reflect the acquisition and do not represent what our results of operations or financial position would actually have been had the transactions occurred on the dates noted above or project our results of operations or financial position for any future periods. The unaudited pro forma condensed combined financial statements are intended to provide information about the continuing impact of the acquisition as if it had been consummated earlier. The pro forma adjustments are based on available information and certain assumptions that management believes are factually supportable and are expected to have a continuing impact on our results of operations. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial statements have been made.

The acquisition will be accounted for using the acquisition method of accounting for business combinations. The allocation of the preliminary estimated purchase price is based upon management’s estimates of and assumptions related to the fair value of assets to be acquired and liabilities to be assumed as of December 31, 2020 using currently available information. Due to the fact that the unaudited pro forma combined financial information has been prepared based on these preliminary estimates, the final purchase price allocation and the resulting effect on financial position and results of operations may materially differ from the pro forma amounts included herein. The Company expects to finalize its allocation of the purchase consideration as soon as practicable but is not required to finalize for one year from the closing date of the transaction.

The following unaudited pro forma condensed combined financial information should be read in conjunction with the Company’s consolidated financial statements and related notes. The Company’s financial statements and notes are included in our Annual Report on Form 10-K for the year ended December 31, 2020 and in our Quarterly Report on Form 10-Q for the six months ended June 30, 2021.

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UNRIVALED BRANDS (FORMERLY TERRA TECH CORP.) AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2021
(in thousands of dollars)
	Unrivaled Brands (formerly Terra Tech Corp.) (as reported)		SilverStreak Solutions Inc.			Pro Forma Adjustments		Pro Forma Combined
ASSETS
Current assets:
Cash	$	40,283	$	263		$	-	$	40,546
Accounts receivable, net		2,202		-			-		2,202
Short term investments		-		-			-		-
Inventory		2,590		311			-		2,901
Prepaid expenses and other current assets		1,038		-			-		1,038
Current assets of discontinued operations		-		-			-		-
Total current assets		46,113		574			-		46,687
									-
Property, equipment and leasehold improvements, net		31,214		257			-		31,471
Intangible assets, net		7,339		-			-		7,339
Goodwill		6,171		-			10,330		16,501
Other assets		12,733		-			-		12,733
Other investments		330		6			-		336
Assets of discontinued operations		2,901		-			-		2,901
TOTAL ASSETS	$	106,801	$	837		$	10,330	$	117,968
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Current liabilities:
Accounts payable and other accrued expenses	$	10,550	$	917		$	-	$	11,467
Income Tax Payable		-		1,719			-		1,719
Short-term debt		11,775		31			-		11,806
Current liabilities of discontinued operations		14,356		-			-		14,356
Total current liabilities		36,681		2,667			-		39,348
Long-term liabilities:
Long-term debt, net of discounts		3,500		-			-		3,500
Long-term lease liabilities		7,094		-			-		7,094
Total liabilities		47,275		2,667			-		49,942
Total Company's stockholders' equity		55,549		(1,830	)		10,330		64,049
Non-controlling interest		3,977		-			-		3,977
Total stockholders’ equity		59,526		(1,830	)		10,330		68,026
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	106,801	$	837		$	10,330	$	117,968

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UNRIVALED BRANDS (FORMERLY TERRA TECH CORP.) AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2020
(in thousands, except share data)
	Unrivaled Brands (formerly Terra Tech Corp.) (as reported)			SilverStreak Solutions, Inc.			Pro Forma Adjustments		Pro Forma Combined
Total revenues	$	14,287		$	12,522		$	-	$	26,809
Cost of goods sold		10,687			6,818			-		17,505
Gross profit		3,600			5,704			-		9,304
Selling, general and administrative expenses		24,602			6,175			-		30,777
Impairment of assets		19,910			-			-		19,910
(Gain) / Loss  on sale of assets		(35	)		-			-		(35	)
Loss from operations		(40,877	)		(471	)		-		(41,348	)
Other income / (expense)
Interest expense, net		(2,932	)		-			-		(2,932	)
Unrealized gain/(loss) on investments		29,045			-			-		29,045
Bargain purchase on purchase of business					-					-
Other expense					(15	)				(15	)
Other income / (loss)		964			-			-		964
Total other income / (expense)		27,077			(15	)		-		27,062
Income / (loss) from continuing operations		(13,800	)		(486	)		-		(14,286	)
Income / (loss) from discontinued operations, net of tax		(17,071	)		-			-		(17,071	)
NET INCOME / (LOSS)	$	(30,871	)	$	(486	)	$	-	$	(31,357	)
Less:  Income / (Loss) attributable to non-controlling interest from continuing operations		(754	)		-			-		(754	)
NET LOSS ATTRIBUTABLE TO UNRIVALED BRANDS, INC	$	(30,117	)	$	(486	)	$	-		(30,603	)
Income / ( Loss) from continuing operations per common share attributable to Unrivaled Brands, Inc. common stockholders – basic and diluted	$	(0.07	)						$	(0.07	)
Income / ( Loss) from continuing operations per common share attributable to Unrivaled Brands, Inc. common stockholders – basic and diluted	$	(0.16	)						$	(0.16	)
Weighted-Average Number of Common Shares Outstanding – Basic and Diluted		191,978,187								192,626,566

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UNRIVALED BRANDS (FORMERLY TERRA TECH CORP.) AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2021
(in thousands, except share data)
	Unrivaled Brands (formerly Terra Tech Corp.) (as reported)			SilverStreak Solutions, Inc.		Pro Forma Adjustments		Pro Forma Combined
Total revenues	$	6,262		$	2,001	$	-	$	8,263
Cost of goods sold		3,924			907		-		4,831
Gross profit		2,338			1,094		-		3,432
Selling, general and administrative expenses		6,188			8		-		6,196
Loss (gain) on sale of assets		6			-		-		6
Loss from operations		(3,856	)		1,094		-		(2,762	)
Other income / (expense)
Interest expense, net		(204	)		-		-		(204	)
Gain/(loss) on sale of investment		(874	)		-		-		(874	)
Other income / (loss)		17			-		-		17
Total other income / (expense)		(1,061	)		-		-		(1,061	)
Income / (loss) from continuing operations		(4,917	)		1,094		-		(3,823	)
Income / (loss) from discontinued operations, net of tax		(56	)		-		-		(56	)
NET INCOME / (LOSS)	$	(4,973	)	$	1,094	$	-	$	(3,879	)
Less:  Income / (Loss) attributable to non-controlling interest from continuing operations		(868	)		-		-		(868	)
NET LOSS ATTRIBUTABLE TO TERRA TECH CORP.	$	(4,105	)		1,094		-		(3,011	)
Income / ( Loss) from continuing operations per common share attributable to Terra Tech Corp. common stockholders – basic and diluted	$	(0.02	)					$	(0.02	)
Net Loss per common share attributable to Terra Tech Corp. common stockholders – basic and diluted	$	(0.02	)					$	(0.01	)
Weighted-Average Number of Common Shares Outstanding – Basic and Diluted		258,897,777							238,236,138

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Note 1 – Unaudited Pro Forma Condensed Combined Balance Sheet

Consideration for the acquisition of Silverstreak consisted of  $1,500,000 in cash, $4,500,000 in unsecured promissory notes, and $2,500,000 in shares of the Company’s common stock, based on the volume-weighted average stock price for the ten days prior to the close.  The consideration is $8.5 million.

The following adjustments have been made to the accompanying unaudited pro forma combined balance sheet as of June 30, 2021 to reflect the acquisition adjustments related to the transaction:

(a) The preliminary estimated fair value of goodwill reflects the preliminary purchase price allocation.

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XML

Cover	Oct. 01, 2021
Cover [Abstract]
Entity Registrant Name	UNRIVALED BRANDS, INC
Entity Central Index Key	0001451512
Document Type	8-K/A
Amendment Flag	true
Entity Emerging Growth Company	false
Document Period End Date	Oct. 01, 2021
Entity Incorporation State Country Code	NV
Entity File Number	000-54258
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Amendment Description	This Amendment No. 1 on Form 8-K/A amends the Initial Filing to include the required historical financial statements of Silverstreak and the pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K as well as the related auditor consents and should be read in conjunction with the Initial Filing.