UPD Holding Corp. Announces Letter of Intent to Acquire Vital Behavioral Health Inc. and Launch a Substance Abuse Treatment and Sober Living Center in Kentucky

RENO, Nev., Oct. 07, 2020 (GLOBE NEWSWIRE) — UPD Holding Corp. (OTC:UPDC) (the “Company” or “UPDC”), a publicly traded holding company with concentrations in the specialty beverage and health and wellness industries, is pleased to announce that it entered into a letter of intent on October 6, 2020 (the “LOI”) to acquire Vital Behavioral Health Inc., a Nevada corporation (“Vital”).

Vital was formed for the purpose of becoming a provider of Medicare and Medicaid eligible substance abuse treatments and therapies under the brand Vital Behavioral Health, as well as a provider of sober and transitional living accommodations under the brand Vital Sober Living.

Vital’s flagship campus is located in Frankfort, Kentucky and includes multiple treatment and housing facilities that are fully walkable and within a 1,000 feet of a gym, grocery store, hair salon, vape shop, restaurants, municipal golf course, and city park with tennis courts, playgrounds, and a water park. Frankfort, the capitol city of Kentucky, is located in Franklin County and is the hub for governmental assistance programs in the state. Client outreach will include the surrounding counties and nearby metropolitan areas of Louisville and Lexington.

The Frankfort campus is operated by Vital’s two wholly owned subsidiaries, VBH Frankfort LLC and VSL Frankfort LLC, both Nevada limited liability companies. VBH Frankfort LLC (d/b/a Vital Behavioral Health of Frankfort) is in the pre-application process to become a licensed nonhospital-based outpatient alcohol and other drug treatment entity and intends to file its application with the State of Kentucky within the next 30 days. Approval of that license application is anticipated within 90 to 180 days from the application date. VSL Frankfort LLC (d/b/a Vital Sober Living of Frankfort) currently has 30 apartment and townhome style units with an approximate 90-bed capacity and flexible living space configurations and anticipates being move-in ready within the next 30 to 60 days.

“UPD has been involved in the health and wellness industry for several years, and we foresee a nationwide increase in demand for the services to be provided by Vital,” said Mark Conte, CEO of the Company. “As a result, we believe the acquisition of Vital will put us in a position to seize upon this critical opportunity and have a positive impact on the communities we intend to serve.”

A recent study by RAND Corporation found that beer sales are up 42%, wine sales are up 66%, and ‘heavy drinking’ is up as much as 41% during the pandemic. Similarly, Millennium Health, a national drug testing laboratory, observed an increase of 32% for nonprescribed fentanyl, 20% for methamphetamine, 12.5% for heroin, and 10% for cocaine, accompanied by an 18% increase in suspected drug overdoses.

Mr. Conte added that “while the recent alcohol consumption numbers may be positive for the adult beverage industry in the short term, we are concerned that these consumer behaviors are not healthy or sustainable and are contributing to an impending substance abuse and health care crisis. We respect the responsible, recreational consumption of alcohol by adults, but right now we believe our country needs the support services we hope to provide through Vital.”

Vital’s management team has decades of experience in substance abuse and related disorders and the operation of treatment facilities. Vital is led by its chief executive officer, Samuel Kesaris. Notably, Mr. Kesaris is the founder, chief executive officer, and co-owner of Amethyst Recovery Center in Florida, the founder and co-owner The Freedom Center in Maryland, and the former co-owner of New England Recovery and Wellness in New Hampshire. Each of those facilities is a member of the National Association of Addiction Treatment Providers and is accredited by the Joint Commission.

“We strive to create recovery programs that are not only reactive, but are also proactive in our clients’ clinical and personal development,” said Mr. Kesaris. “Our goal at Vital Behavioral Health is to create an initial path to success from inpatient to outpatient treatment. From there, we supplement clinical treatments by transitioning our clients to Vital Sober Living where we help foster a sustainable life in recovery.”

Mr. Kesaris continued, stating that “with Medicare and Medicaid eligibility, we hope to provide services to clients who otherwise might be denied access to proper care due to their personal or financial circumstances. The development of our Frankfort campus is simply the first step in serving clients in cities throughout the United States.”

Pursuant to the LOI, UPD intends to acquire 100% of the issued and outstanding capital stock of Vital in exchange for the issuance of up to 15,000,000 shares of newly issued UPD common stock to the Vital shareholders. Completion of the acquisition is subject to ongoing due diligence investigations by the parties, the negotiation and execution of a definitive agreement, and satisfaction of the closing conditions to be set forth therein.

There can be no assurance that a definitive agreement will be entered into or that the proposed transaction will be consummated with Vital. Readers are cautioned that the portions of the LOI that describe the proposed acquisition of Vital are non-binding.

Contemporaneously with the foregoing efforts, UPD’s board of directors will explore its options concerning the disposition of its adult beverage business operations. UPD currently does not have plans to divest its other specialty beverage operations or its health and wellness operations.

About Vital Behavioral Health Inc.

Vital Behavioral Health Inc. intends to be a national operator of clinical and transitional housing services for clients affected by substance use disorders and co-occurring disorders. Vital’s treatment plans are based on an individualized approach and are customized to meet each client’s special needs.

Clients of Vital Behavioral Health facilities are intended to have access to Medically Monitored Withdrawal Management Services (MMWM), a Partial Hospitalization Program (PHP), an Intensive Outpatient Program (IOP), and an Outpatient Program (OP). Clients who participate in the PHP, IOP, and OP treatment programs will be eligible for housing through Vital Sober Living, which is designed to give a client the ability to participate in his or her daily affairs and work and to have access to daily on-campus treatment at convenient times and locations.

By keeping the majority of its treatment facilities and housing on campuses that are conveniently located within walking distance to traditional community services, Vital hopes to create Sober Cities throughout the United States that will nurture its clients’ development at all stages from detox to long-term self-sufficiency.

About UPD Holding Corp.

UPD Holding Corp. is a publicly traded holding company engaged in the business of offering consumer driven products and services through its three wholly-owned subsidiaries, United Product Development Corp., iMetabolic Corp., and Record Street Brewing Co., with concentrations in the specialty beverage sector and health and wellness industry. UPDC’s growth strategy focuses on target demographics and markets that are believed to represent underserved consumer needs, as well as on leveraging distribution networks and customer remarketing opportunities across in-house brands and operations.

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