UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K12G3

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 11, 2024

(888) 909-5564

Registrant’s telephone number, including area code:

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:

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 1.01 Entry into 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 below 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. The foregoing description of the Incentive Plans is not complete and is qualified in its entirety by reference to the 2016 Plan, the 2018 Plan and the UMBRLA Plan, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and incorporated by reference herein.

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, a description of which is included in “Proposal 1. Reorganization – Description of the Company’s Capital Stock – Convertible Notes” of the joint proxy statement/prospectus of Blüm and UNRV (the “Joint Proxy Statement/Prospectus”) filed by Blüm with the Securities and Exchange Commission (the “SEC”) on October 23, 2023 and is incorporated by reference herein. Each Blüm Warrant is subject to terms and conditions consistent with the applicable UNRV Warrant as in effect immediately prior to the effective time, a description of which is included in “Proposal 1. Reorganization – Description of the Company’s Capital Stock – Warrants” of the Joint Proxy Statement/Prospectus and is incorporated by reference herein. The foregoing description is not complete and is qualified in its entirety by reference to the forms of warrants, copies of which are filed as Exhibits 4.1, 4.2, 4.3 and 4.4 hereto and incorporated herein by reference.

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 and incorporated by reference herein.  

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

At the effective time of the Reorganization, Blüm assumed all outstanding promissory notes of UNRV.

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, which description is incorporated by reference herein. Such description is not complete and is qualified in its entirety by reference to the Certificate of Incorporation, the Series V Certificate, the Series N Certificate and the Bylaws of Blüm, copies of which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 hereto, respectively, and incorporated by reference herein.

Item 5.01. Change in Control of Registrant.

The information set forth 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. Biographical information about the Blüm directors is included under “Proposal 3. Election of Directors – Information Concerning Nominees for Directors” of the Joint Proxy Statement/Prospectus, which description is incorporated by reference herein. Information regarding transactions with related persons, including the directors, is set forth under “Proposal 3. Election of Directors – Board of Directors and Committees – Certain Relationships and Related Transactions” of the Joint Proxy Statement/Prospectus, which description is incorporated by reference herein.  

Board and Committees

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. Information about the Blüm executive officers is included under “Executive Officers – Information Concerning Executive Officers” and “Executive Compensation - Employment Contracts, Termination of Employment, and Change-in-Control Arrangements” of the Joint Proxy Statement/Prospectus, which description is incorporated by reference herein. Information regarding transactions with related persons, including the executive officers, is set forth under “Proposal 3. Election of Directors – Board of Directors and Committees – Certain Relationships and Related Transactions” of the Joint Proxy Statement/Prospectus, which description is incorporated by reference herein.

In connection with the Reorganization, Blüm assumed the Incentive Plans, a description of which is included in “Executive Compensation – Equity Compensation Plan Information” of the Joint Proxy Statement/Prospectus and is incorporated by reference herein.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 11, 2024, Blüm amended and restated its Charter and Bylaws in connection with the closing of the Reorganization.  The description of Blüm’s Charter and Bylaws included in Item 3.03 above is incorporated herein by reference. The foregoing description of the terms of the Charter and Bylaws is not complete and is qualified in its entirety by reference to such documents, copies of which are filed as Exhibits 3.1, 3.2, 3.3 and 3.4 hereto, and incorporated by reference herein.

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 Exhibits 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. 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

† Indicates a management contract or compensatory plan or arrangement.

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.