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): January 31, 2022 (November 22, 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
Common Stock, par value $0.001	UNRV	OTCQX

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 November 29, 2021, Unrivaled Brands, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) disclosing that, on November 22, 2021, the Company completed the initial closing of its acquisition of People’s First Choice, LLC, pursuant to the First Membership Interest Purchase Agreement (the “Transaction”).

This Amendment No. 1 on Form 8-K/A amends the Initial Filing to include the required historical financial statements of Peoples First Choice, LLC 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 People’s First Choice, LLC 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 People’s First Choice, LLC as of and for the years ended December 31, 2020 and December 31, 2019 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 People’s First Choice, LLC as of September 30, 2021 and for the nine months ended September 30, 2021 is filed as Exhibit 99.2 and is incorporated herein by reference.

(d) Exhibits

Exhibit No.	Description
23.1	Consent of Porter & Hunt – People’s First Choice, LLC
99.1	Audited Financial Statements of People’s First Choice, LLC as of December 31, 2020 and December 31, 2019 and for the period from January 1, 2019 through December 31, 2020.
99.2	Unaudited Pro Forma Condensed Combined Financial Information of Unrivaled Brands, Inc. (f/k/a Terra Tech Corp.) and People’s First Choice, LLC as of September 30, 2021 and for the nine months ended September 30, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: January 31, 2022	By:	/s/ Francis Knuettel II
		Francis Knuettel II
		Chief Executive Officer

3

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITOR

We consent to the use in this Current Report on Form 8-K (Amendment No. 1) of Unrivaled Brands, Inc. (No. 000-54258) of our report dated October 15, 2021, relating to the financial statements of People’s First Choice LLC for the years ended December 31, 2020 and 2019.

PORTER & HUNT, LLP 

San Clemente, California

January 28, 2022

1201 Puerta Del Sol, Suite 327, San Clemente, CA 92673 Tel: (949) 916-7320 Fax: (949) 916-7322

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., formerly Terra Tech Corp. (the “Company”), and Peoples First Choice, LLC (“People’s First Choice”) as if completion of the acquisition had occurred on the dates specified below.

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

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 is based on the individual unaudited historical consolidated balance sheets of the Company and People’s First Choice as if the transaction had occurred on September 30, 2021.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2020 combines the historical individual results of operations for the Company and People’s First Choice 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 condensed combined statements of operations for the nine months ended September 30, 2021 combines the historical unaudited results of operations for the Company and Peoples First Choice for the nine months ended September 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 condensed 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. Since the unaudited pro forma condensed 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 nine months ended September 30, 2021.

1

UNRIVALED BRANDS (FORMERLY TERRA TECH CORP.) AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2021
(in thousands of dollars)
	Unrivaled Brands (formerly Terra Tech Corp.) (as reported)		People's First Choice			Pro Forma Adjustments			Pro Forma Combined
ASSETS
Current assets:
Cash	$	13,560	$	1,678		$	-		$	15,238
Accounts receivable, net		8,433		3,790			(3,790	)		8,433
Short term investments		-		-			-			-
Inventory		15,270		595			-			15,865
Prepaid expenses and other current assets		3,212		48			-			3,260
Notes Receivable		750		-			-			750
Current assets of discontinued operations		-		-			-			-
Total current assets		41,225		6,111			(3,790	)		43,546
										-
Property, equipment and leasehold improvements, net		40,246		602			-			40,848
Intangible assets, net		62,975		-			72,777			135,752
Goodwill		23,575		-			-			23,575
Other assets		14,860		194			-			15,054
Other investments		437		-			-			437
Assets of discontinued operations		109		-			-			109
TOTAL ASSETS	$	183,427	$	6,907		$	68,987		$	259,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Current liabilities:
Accounts payable and other accrued expenses	$	17,064	$	6,802		$	562		$	24,428
Deferred gain on sale of assets		139		-			-			139
Short-term debt		8,648		-			-			8,648
Current liabilities of discontinued operations		8,632		-			-			8,632
Total current liabilities		34,483		6,802			562			41,847
Long-term liabilities:
Long-term debt, net of discounts		8,548		5,134			(137	)		13,545
Long-term lease liabilities		6,912		-			1,153			8,065
Total liabilities		49,943		11,936			1,578			63,457
Total Company's stockholders' equity		129,625		(5,029	)		8,660			133,256
Non-controlling interest		3,859		-			58,749			62,608
Total stockholders’ equity		133,484		(5,029	)		67,409			195,864
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	183,427	$	6,907		$	68,987		$	259,321

2

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)			People's First Choice		Pro Forma Adjustments		Pro Forma Combined
Total revenues	$	14,287		$	28,699	$	-	$	42,986
Cost of goods sold		10,687			17,310		-		27,997
Gross profit		3,600			11,389		-		14,989
Selling, general and administrative expenses		24,602			4,438		-		29,040
Impairment of assets		19,910			-		-		19,910
(Gain) / Loss  on sale of assets		(35	)		-		-		(35	)
Loss from operations		(40,877	)		6,951		-		(33,926	)
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					-				-
Other income / (loss)		964			77		-		1,041
Total other income / (expense)		27,077			77		-		27,154
Provision for Income Taxes		-			2,409		-		2,409
Income / (loss) from continuing operations		(13,800	)		4,619		-		(9,181	)
Income / (loss) from discontinued operations, net of tax		(17,071	)		-		-		(17,071	)
NET INCOME / (LOSS)	$	(30,871	)	$	4,619	$	-	$	(26,252	)
Less:  Income / (Loss) attributable to non-controlling interest from continuing operations		(754	)		-		-		(754	)
NET LOSS ATTRIBUTABLE TO UNRIVALED BRANDS, INC	$	(30,117	)	$	4,619	$	-		(25,498	)
Income / ( Loss) from continuing operations per common share attributable to Unrivaled Brands, Inc. common stockholders – basic and diluted	$	(0.07	)					$	(0.05	)
Income / ( Loss) from continuing operations per common share attributable to Unrivaled Brands, Inc. common stockholders – basic and diluted	$	(0.16	)					$	(0.13	)
Weighted-Average Number of Common Shares Outstanding – Basic and Diluted		191,978,187							192,626,566

3

UNRIVALED BRANDS (FORMERLY TERRA TECH CORP.) AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(in thousands, except share data)
	Unrivaled Brands (formerly Terra Tech Corp.) (as reported)			People's First Choice			Pro Forma Adjustments			Pro Forma Combined
Total revenues	$	34,809		$	24,920		$	(2,634	)	$	57,095
Cost of goods sold		27,750			15,192			(1,913	)		41,029
Gross profit		7,059			9,728			(721	)		16,066
Selling, general and administrative expenses		33,841			6,939			(1,275	)		39,505
Loss (gain) on sale of assets		6			-			-			6
Loss from operations		(26,788	)		2,789			554			(23,445	)
Other income / (expense)
Interest expense, net		(1,344	)		(252	)		42			(1,554	)
Gain/(loss) on Extinguishment of Debt		(5,976	)		-			-			(5,976	)
Gain/(loss) on investments		5,337			-			-			5,337
Other income / (loss)		367			45			-			412
Total other income / (expense)		(1,616	)		(207	)		42			(1,781	)
Provision for Income Taxes		-			1,714			-			1,714
Income / (loss) from continuing operations		(28,404	)		868			596			(26,940	)
Income / (loss) from discontinued operations, net of tax		6,270			-			-			6,270
NET INCOME / (LOSS)	$	(22,134	)	$	868		$	596		$	(20,670	)
Less:  Income / (Loss) attributable to non-controlling interest from continuing operations		(604	)		-			-			(604	)
NET LOSS ATTRIBUTABLE TO UNRIVALED BRANDS, INC.	$	(21,530	)		868			596			(20,066	)
Income / ( Loss) from continuing operations per common share attributable to Unrivaled Brands, Inc. common stockholders – basic and diluted	$	(0.09	)							$	(0.08	)
Net Loss per common share attributable to Unrivaled Brands, Inc. common stockholders – basic and diluted	$	(0.07	)							$	(0.06	)
Weighted-Average Number of Common Shares Outstanding – Basic and Diluted		317,491,979									317,491,979

4

Note 1 – Unaudited Pro Forma Condensed Combined Balance Sheet

Consideration for the acquisition of People’s First Choice consisted of approximately $24 million in cash, $36 million in unsecured promissory notes, and $16 million in shares of the Company’s common stock, based on a per share price of $0.40.  The aggregate consideration is $76 million.

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

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

5

XML

Cover	Nov. 22, 2021
Cover [Abstract]
Entity Registrant Name	UNRIVALED BRANDS, INC.
Entity Central Index Key	0001451512
Document Type	8-K/A
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Nov. 22, 2021
Entity Incorporation State Country Code	NV
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
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
Local Phone Number	909-5564
City Area Code	888