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).





2

© Edgar Online, source Glimpses