UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 15, 2023


			UNRIVALED BRANDS, INC.
			(Exact name of registrant as specified in its charter)

Nevada

000-54258

26-3062661

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)


3242 S. Halladay St., Suite 202 Santa Ana, California						92705
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: (888) 909-5564

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:


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))

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

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.001

UNRV

OTCQB

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 o

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. o

Item 7.01. Regulation FD Disclosure.

On November 15, 2023, Unrivaled Brands, Inc. (the “Company”) issued a press release announcing the settlement of litigation and debt related to the senior convertible promissory notes dated January 25, 2021. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 and in Exhibit 99.1 hereto is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, unless the Company expressly so incorporates such information by reference.

Item 8.01. Other Events.

On November 15, 2023, the Company entered into a binding settlement term sheet (the “Binding Settlement Term Sheet”) to settle an aggregate of $4.12 million of debt inclusive of interest and penalties, with third-party accredited and institutional investors, and a related motion for summary judgement brought by certain of the investors.

In January of 2021 under previous management and authorized by the Company’s then board of directors, the Company agreed to sell $3.50 million in aggregate principal amount of the Company’s senior convertible promissory notes (the “Promissory Notes”) to a number of accredited investors including institutional investors. The terms of the Binding Settlement Term Sheet remain confidential but settle all Promissory Notes and amounts in controversy and stays pending litigation until dismissal upon the entering of final settlement documents.

Upon execution of final settlement documents, all consent rights, conversion price adjustments, and restrictions on the Company from entering into significant transactions, raising funds, and executing on similarly situated corporate actions as set forth in the Promissory Notes will be extinguished.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit						Description

99.1						Press Release, dated November 15, 2023
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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.

Date: November 15, 2023	By:	/s/ Sabas Carrillo
		Sabas Carrillo
		Chief Executive Officer

Unrivaled Brands, Inc. 8-K