UNRV - Unrivaled Brands Files S-4; Announces Corporate Reorganization to become Blüm | Benzinga
SANTA ANA, Calif., Oct. 10, 2023 (GLOBE NEWSWIRE) -- Unrivaled Brands, Inc. (OTCQB:UNRV) ("Unrivaled," "Unrivaled Brands," or the "Company"), a Nevada cannabis company with operations throughout California, announced today that it intends to implement a reorganization in which a new Delaware holding company, Blum Holdings, Inc. ("Blüm"), would become the publicly traded holding company of Unrivaled Brands and its subsidiaries (the "Reorganization"). Subject to approval of the Reorganization by Unrivaled's stockholders at the 2023 Annual Meeting of Stockholders (the "Annual Meeting"), and certain other customary conditions, Unrivaled expects that the Reorganization will be completed in the fourth quarter of 2023.
In the Reorganization, each outstanding share of Unrivaled's common stock and Series V Preferred Stock would be exchanged automatically on a one-for-one basis for a share of common stock and Series V Preferred Stock, respectively, of Blüm. Any outstanding securities convertible or exercisable for shares of Unrivaled common stock will become securities convertible or exercisable for shares of Blüm common stock. The directors and executive officers of Blüm will be the same as those for Unrivaled and the business operations will continue from current office locations and companies.
The Reorganization is intended to be a tax-free transaction for U.S. federal income tax purposes for Unrivaled and its stockholders.
In connection with the Annual Meeting, the Unrivaled stockholders will also be asked to approve, among other proposals, a reverse stock split of Unrivaled's common stock at a ratio determined by the Board of Directors of Unrivaled in the range between a 1-for-70 to 1-for-100 (the "Reverse Stock Split"). If approved by Unrivaled's stockholders, the Reverse Stock Split would be implemented immediately prior to the Reorganization. As a result of the Reorganization, the current stockholders of Unrivaled would become stockholders of Blüm with the same number and percentage of shares of Blüm as they held in Unrivaled immediately prior to the Reorganization, subject to any changes from the implementation of the Reverse Stock Split.
Additional Information and Where to Find It
In connection with the Reorganization, Blüm has filed a registration statement on Form S-4 that includes a preliminary proxy statement of Unrivaled Brands and a preliminary prospectus of Blüm, and Unrivaled Brands and Blüm may file with the SEC other relevant documents in connection with the proposed Reorganization. UNRIVALED BRANDS' STOCKHOLDERS ...