UPD HOLDING CORP. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into Material Definitive Agreement

Acquisition of Vital Behavioral Health Inc.

On February 16, 2021, we completed a Stock Exchange Agreement between and among Vital Behavioral Health Inc. ("Vital") and each of the Vital shareholders ("Vital Shareholders") (the "Exchange Agreement"). Pursuant to the Exchange Agreement the Company issued 16,840,000 shares of restricted common stock in exchange for 100% of the outstanding shares of Vital. See also Item 2.01 below. A copy of the Exchange Agreement is attached to this report as Exhibit 10.1.

Vital has two wholly owned subsidiaries, VBH Frankfort LLC ("VBHF") and VSL Frankfort LLC ("VSLF"), each of which is a Nevada limited liability company. Vital intends to operate multiple facilities in the U.S. that will focus on substance abuse treatment and offer various programs that help provide a continuum of care to its patients. VBHF is intended to operate as an out-patient substance abuse treatment facility in Frankfort, Kentucky. VSLF is intended to offer sober-designated living quarters for individuals who are in recovery. Each of Vital, VBHF, and VSLF are in the early development stage and do not possess any operational licenses or permits at this time.

Consulting Agreement with Robin Opp.

On February 16, 2021, we entered into a Consulting Agreement with Robin Opp, pursuant to which Opp agrees to provide certain business advisory services and introduce certain business counterparties to us for a term of ninety (90) days in exchange for our one-time payment of 500,000 restricted common stock shares The Consulting Agreement is subject to a mutual indemnification provision between the parties. A copy of the Consulting Agreement is attached to this report as Exhibit 10.2.

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Incorporation by Reference

The foregoing description of the above-referenced agreements and related transactions does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreements, which have been filed as Exhibit 10.1 and 10.2 hereto and are incorporated herein by reference.

Item 3.02.      Unregistered Sales of Equity Securities

On February 16, 2021, we issued the Vital Shareholders a total of 16,840,000 restricted common stock shares with an estimated fair value of $522,000. On February 16, 2021, we issued a consultant a total of 500,000 restricted common stock shares with an estimated fair value of $15,500. All of the securities issuances reported in this Item 3.02 were made in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and Rule 506 of Regulation D under the Act. No brokers or statutory underwriters were used by the Company in connection with the offer or sale of the securities issuances reported in this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director Kevin J. Pikero

Effective as of February 16, 2021, Kevin J. Pikero resigned as a member of our board of directors and as our Chief Financial Officer (Principal Accounting Officer). Mr. Pikero's resignation was not due to any disagreement with the Company, its board of directors, or its management.

Appointment of Patrick E. Ogle as our Chief Operating Officer and as a Director of our Board of Directors

Following the Resignation and effective as of February 16, 2021, our current board of directors consists of Mark Conte and Dr. George D. Shoenberger, at which time our Board of Directors appointed Patrick Ogle to fill the Board vacancy resulting from Mr. Pikero's resignation as a Director. Mr. Ogle shall serve until the expiration of the remaining term of Mr. Pikero's appointment or election to our board.

Effective as of February 16, 2021, Patrick Ogle was appointed as our Chief Operating Officer and also will act in the capacity of our General Counsel.

Biography of Patrick Ogle

Patrick Ogle, 42, is licensed as an attorney to practice law in Nevada, Arkansas, and the District of Columbia. Since January 2018, he has served as the Manager of Nevada Corporate Counsel LLC in Reno, Nevada, a professional services firm with a focus on corporate law. From September 2018 through August 2019, Mr. Ogle served as Chief Operating Officer and as a Director of Isodiol International, Inc., a hemp-derived consumer products company in Vancouver, British Columbia. From August 2017 through August 2018, he was Isodiol International Inc.'s General Counsel. From March 2018 through March 2019, Mr. Ogle served as General Counsel of Chemesis International Inc., a medical and recreational cannabis-derived consumer products company in Vancouver, British Columbia. From March 2010 to July 2017, Mr. Ogle engaged in the practice of law as a solo practitioner and as outsourced general counsel for various companies in Reno, Nevada and Washington, D.C. Prior thereto, Mr. Ogle practiced law in the Investment Management practice group at the law firm of Seward & Kissel LLP, as a legal consultant at the Inter-American Development Bank, and as a judicial law clerk at the U.S. District Court for the Western District of Arkansas. Mr.Ogle holds a B.S.B.A. in Accounting from Bucknell University, a J.D. from University of Arkansas School of Law, and an LL.M. in Securities and Financial Regulation from Georgetown University Law Center.

Inclusive of Mr. Ogle, no member of our board of directors: (i) is a party to any contract for their service as a director or entitled to any compensation for service as a director at this time; (ii) has any 'family relationship' with any of our other officers or directors as that term is defined in Item 401(d) of Regulation S-K (17 CFR 229.401(d)); or (iii) has engaged in a 'related party transaction' meeting the dollar value threshold ($120,000) for that term as defined in Item 404(a) of Regulation S-K (17 CFR 229.404(a)) since the beginning of our last fiscal year.

As of February 16, 2021, the Company was indebted to Mr. Ogle in the amount of approximately $75,000.

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Item 9.01     Financial Statements and Exhibits

The exhibits listed below are filed herewith.

Exhibit
 Number    Description

  10.1       Exchange Agreement, dated February 16, 2021, between UPD Holding
           Corp. and Vital Behavioral Health Inc. and its shareholders.
  10.2       Consulting Agreement, dated February 16, 2021, between UPD Holding
           Corp. and Robin Opp.
  5.1        Resignation Letter of Kevin J. Pikero, dated February 16, 2021.

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