UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(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): August 30, 2021 (
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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 (see General Instruction A.2. below):
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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).
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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 July 8, 2021, Unrivaled Brands, Inc. (f/k/a “Terra Tech Corp.”) (the “Company”) filed a Current Report on Form 8-K (the “Initial Filing”) disclosing that, on July 1, 2021, the Company completed its acquisition of UMBRLA, Inc., a Nevada corporation (“UMBRLA”), pursuant to the Agreement and Plan of Merger, dated March 2, 2021, by and among the Company, UMBRLA, Phoenix Merger Sub Corp., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Dallas Imbimbo, as the stockholder representative for the UMBRLA stockholders (the “Transaction”).
This Amendment No. 1 on Form 8-K/A amends the Initial Filing to include the required historical financial statements of UMBRLA 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 8-K, and does not purport to represent the actual results of operations that the Company and UMBRLA 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 UMBRLA, Inc. as of December 31, 2020 and December 31, 2019 and for the years 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 UMBRLA, Inc. as of March 31, 2021 and the quarter then ended is filed as Exhibit 99.2 and is incorporated herein by reference.
(d) Exhibits
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| 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: August 30, 2021 | By: | /s/ Francis Knuettel II |
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| Francis Knuettel II |
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| Chief Executive Officer |
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