Item 1.01. Entry into a Material Definitive Agreement.
On April 30, 2023, Unrivaled Brands, Inc. (the "Company") entered into a
Settlement Agreement and Release (the "Settlement Agreement") with certain
noteholders (collectively, the "Noteholders") to restructure and reduce the
Company's liability regarding certain unsecured promissory notes dated October
1, 2021 (the "Original Notes") issued in connection with the Stock Purchase
Agreement dated June 9, 2021, which was amended by a First Amendment to Stock
Purchase Agreement, dated July 13, 2021 (as amended, the "SPA").
Pursuant to the Settlement Agreement, the Original Notes with an aggregate
principal balance of $4,500,000 were extinguished and new notes were issued in
the form of unsecured promissory notes in the aggregate amount of $1,250,000
(the "New Notes"). The New Notes consist of (i) a $1,000,000 unsecured
promissory note and (ii) a $250,000 unsecured promissory note issued to the
Noteholders, which each bears interest at a rate of 10.0% per annum and matures
on the earlier of March 15, 2028 or the date in which the note becomes due and
payable pursuant to the terms thereof. The parties also agreed that the Company
shall be responsible for certain tax liabilities of approximately $527,090.
The foregoing description of the Settlement Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and which is incorporated by reference herein in its
entirety.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
10.1 Settlement Agreement and Release, dated April 30, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
Document).
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