UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

_________________________

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~~December 2630, ~~2021~~2022

_________________________

UPD HOLDING CORP.

(Exact Name of Company as Specified in Charter)

Nevada	001-10320	81-4397205
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

75 Pringle Way, 8th Floor, Suite 804 Reno, Nevada	89502
75 Pringle Way, Ste 804 Reno, Nevada		89502
(Address of Principal Executive Offices)	~~(Zip Code)~~	(Zip Code)

775-829-7999

(Company’s telephone number, including area code)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

¨o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

¨o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging Growth Company ¨o

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. ¨o

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Number of each exchange on which registered
Common	UPDC	Pink Sheet

UDC Holding Corp. is referred to herein as “we”, “our” or “us’ or the “Company”.

Item 1.01.a. Entry Into Material Definitive Agreement -- Acquisition

~~Loan~~On December 30, 2022, our subsidiary, United Product Development Corp., a Nevada corporation (“United Product” or the “Purchaser”), completed an Asset Purchase Agreement (the “Agreement”) with Hall Global, LLC , a Texas Limited Liability Company (“Hall Global” or the “Seller”), providing for ~~$500~~United Product’s purchase of the following assets from Hall Global: (a) Tooling consisting of all models,~~000~~ designs, drawings, molds, dies, casting, and tooling; and (b) Equipment consisting of all furniture, fixtures, and equipment as listed in Schedule A of Exhibit 10.1 attached hereto, but not to include certain Excluded Assets reflected in Schedule B of Exhibit 10.1 consisting of monies, vendor accounts, intellectual property, certain equipment, and inventory. The Agreement was approved by our Board of Directors.

OnThe ~~August~~asset ~~26,~~purchase ~~2021,~~is wein ~~entered~~connection ~~into~~with aour ~~Loan Agreement~~ subsidiary’s (~~the~~United ~~“Agreement”~~Product) ~~with~~ ~~Corey~~intention ~~Shader,~~to utilize the ~~Lender~~purchased inassets ~~the~~to ~~Agreement~~develop, ~~(the “ Lender”)~~ manufacture, ~~whereby~~and ~~the~~sell ~~Lender~~beverage ~~lent us $500,000~~products. The ~~Agreement~~Purchase ~~has~~Price ato ~~Maturity~~be ~~Date~~paid ofby ~~August~~United 19Product, ~~2022 (~~the ~~“Maturity~~Purchaser, ~~Date’)~~is ~~and~~$3,750,000 ~~requires us to pay the Lender principal~~ and ~~12%~~consists ~~interest per annum on the outstanding balance~~ of: ~~the~~(a) ~~note~~$1, ~~monthly interest payments~~250,000 ~~and~~of ~~the~~our ~~entire~~Common ~~remaining~~Stock ~~unpaid~~Shares ~~principal~~valued ~~due~~ at ~~the~~a ~~Maturity~~fixed ~~Date.~~price ~~Default~~of ~~Interest~~$0.025 ~~is at 18%~~ per ~~annum.~~Share; Asand ~~additional~~(b) ~~consideration~~a ~~for the~~ $2,500,000 ~~loan,~~secured wepromissory ~~agreed~~note to(the ~~issue~~“Note”) ~~One~~payable ~~Million~~by ~~Warrants~~the ~~that are~~Borrower, ~~exercisable~~United ~~into~~Product, ~~One~~to the ~~Million~~Lender, ~~Common~~Hall ~~Stock Shares at an exercise price of $0~~Global.~~005 per share.~~

~~Item~~The 8Note provides for repayment by: (a) a payment of principal and 12% interest of $1,000,000 and $225,000, respectively, on December 31, 2023; and (b) a payment of principal and 12% interest of $1,500,00 and $135,000, respectively, on December 31, 2024.01 ~~Other~~The ~~Events~~Agreement is subject to respective representations by the Purchaser and the Seller and a mutual indemnification provision holding harmless the respective counterparty to the transaction.

~~Background~~ The Note is further subject to a Security Agreement providing that the Borrower, United Product, secures the Note’s Principal Sum of $2,500,000 with collateral consisting of: (a) all of the Borrower’s right, title and interest in and to the Purchased Assets; and (b) all proceeds and replacements of the Purchased Assets and any after acquired property.

~~We conduct our substance abuse treatment business through our wholly owned subsidiary~~Additionally, ~~Vital~~the ~~Behavioral~~Seller ~~Health,~~agrees ~~Inc. (“Vital”). Vital conducts its business through its operating subsidiaries, including VBH Kentucky, Inc. (“VBHK”), which submitted an Application for License~~ to ~~Operate~~ a ~~Non-Hospital-based~~1 ~~Alcohol and~~year ~~Other Drug Treatment Entity (AODE)~~ non-complete to ~~the~~not ~~Kentucky~~engage ~~Cabinet~~in ~~for~~any ~~Health~~activity ~~and~~that ~~Family~~competes ~~Services~~with ~~(CHFS) Office of~~ the ~~Inspector General (OIG)~~Purchaser. ~~The OIG is the regulatory and licensing agency for all healthcare facilities in the commonwealth.~~

~~OIG~~Item ~~Approval~~1.01.b. ofEntry ~~License~~Into Material Definitive Agreement -- Disposition

On ~~August~~December 2631, ~~2021~~2022, ~~OIG~~we ~~approved~~and our subsidiary, Vital Behavioral Health Inc., a ~~license~~Nevada tocorporation (“Vital Health”), entered into settlement agreements and assignments of stock ~~VBHK~~with toGary ~~operate~~Plichta anand ~~intensive~~Samuel ~~outpatient~~Kesaris ~~facility~~(the ~~for~~“Investors”), whereby the ~~treatment~~Investors extinguished all of ~~substance~~our ~~use~~and ~~disorders~~Vital Health’s debts and obligations to the Investors, totaling in excess of $400,000, plus interest, in exchange for all of Vital Health’s ownership in VBH Kentucky Inc., a Nevada corporation and previously majority held subsidiary of Vital Health (“VBHK”).

~~ITEM~~As ~~7.01.~~of ~~Regulation~~December FD31, ~~Disclosure~~2022, VBHK was operating at a loss and unable to satisfy its recurring financial obligations to third parties.

WeThe ~~will~~settlement ~~distribute~~agreements aand ~~press~~assignments ~~release~~of ~~on August 31,~~stock ~~2021~~are ~~regarding~~attached ~~the~~hereto ~~$500,000~~as ~~loan~~Exhibits ~~and~~10.4 ~~the~~through ~~OIG~~10.7 ~~approval~~and ofwere ~~the~~approved ~~license~~by toour ~~VBHK,~~Board ~~which~~of ~~is attached hereto as Exhibit 99~~Directors.1.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Patrick Ogle as Chief Operating Officer and Director

On December 31, 2022, Patrick Ogle tendered his resignation as our Chief Operating Officer (“COO”) and Director, which resignations were accepted by our Board of Directors. Patrick Ogle’s resignation as our COO and Director was not the result of any disagreement with our Board of Directors or our management or otherwise in connection with our operations, policies or practices.

Appointment of William Nicholson as Director

On December 31, 2022, our Board of Directors appointed William Nicholson as a Director to fill the vacancy created by Mr. Ogle’s resignation.

Biography of William Nicholson

William Nicholson has been an investor and corporate executive for over forty years. He has owned interests in radio stations, ship building, restaurants, real estate and natural gas wells. He was Chief Operating Officer of Amway Corporation from 1984 to 1992. From 1974 to 1977 he served as Appointments Secretary to President Ford. Mr. Nicholson received a B.S. in Finance from the University of Nevada in 1966. He served on the Board of Directors of Twinlab Consolidated Holdings, Inc. from February 23, 2015 until September 22, 2015.

Appointment of Jeff Guest as President of United Product

On December 31, 2022, United Product’s Board of Directors appointed Jeff Guest as its President.

Item 7.01.

Regulation FD Disclosure

We will distribute a press release on January 6, 2022 regarding the disclosures set forth in this Current Report on Form 8-K, which is attached hereto as Exhibit 99.1.

The information in this Current Report on Form 8-K with respect to Item 7.01 (including the Press Release attached as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Press Release attached as Exhibit 99.1 hereto).

Item 9.01

Financial Statements and Exhibits

The exhibits listed below are filed or furnished herewith.

Exhibit Number		Description
10.1*		~~August~~Asset ~~19,~~Purchase ~~2021 Loan~~ Agreement ~~with~~dated ~~Corey~~December ~~Shader~~30, 2022
10.2*		~~August~~Secured ~~19, 2021~~ Promissory Note ~~with~~dated ~~Corey~~December ~~Shader~~30, 2022
10.3*		~~August~~Security ~~19, 202 Warrant~~ Agreement ~~with~~dated ~~Corey~~December ~~Shader~~30, 2022
99.1†		Press Release dated August 31, 2021
10.4*		Mutual Release and Settlement Agreement dated December 31, 2022
10.5*		Mutual Release and Settlement Agreement dated December 31, 2022
10.6*		Assignment of Stock dated December 31, 2022
10.7*		Assignment of Stock dated December 31, 2022
99.1†		Press Release dated January 6, 2023

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Filed herewith.

†

Furnished herewith.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

UPD HOLDING CORP.

Dated: August 31, 2021	By:	/s/ Mark W. Conte
		Chief Executive Officer (Principal Executive Officer)

Dated: January 6, 2022

By: /s/ Mark W. Conte

President and Chief Executive Officer

(Principal Executive Officer)

Filing Compare · UPD HOLDING CORP.