Current Report Filing (8-k)
March 10 2021 - 4:03PM
Edgar (US Regulatory)
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): March 5, 2021
SUGARMADE,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-23446
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94-3008888
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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750
Royal Oaks Dr., Suite 108
Monrovia,
CA
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91016
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (888) 982-1628
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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined 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 [ ]
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. [ ]
Item
3.02 Unregistered Sales of Equity Securities.
As
previously disclosed, on January 15, 2021, Sugarmade, Inc. (the “Company”) filed with the Delaware Secretary of State
a Certificate of Designations of Preferences and Rights of Series C Preferred Stock (the “Series C Certificate”).
The Series C Certificate designated a new series of preferred stock of the Company as Series C preferred stock (“Series
C Preferred Stock”) with one share authorized for issuance. The share of Series C Preferred Stock has a number of votes
equal to all of the other votes entitled to be cast on any matter by any other shares or securities of the Company plus one. The
Series C Preferred Stock will vote together with the common stock. The Series C Preferred Stock is not transferable without prior
unanimous approval and consent of the Company’s Board of Directors. It is not convertible and is not entitled to receive
any dividends. The Series C Preferred Stock is not entitled to receive any distribution of the Company’s assets or surplus
funds upon a liquidation, merger or similar event.
On
March 5, 2021, the Company sold one share of Series C Preferred Stock to Jimmy Chan, the Company’s Chief Executive Officer
and Chairman of the Board, and a significant stockholder, for a purchase price of $1.00, which amount was provided from Mr. Chan’s
personal funds. The issuance was approved by the Company’s Board of Directors.
Prior
to acquisition of the Series C Preferred Stock, Mr. Chan owned 19,063,502 shares of the Company’s common stock and 1,500,000
shares of the Company’s Series B Convertible Preferred Stock. In addition, LMK Capital LLC (“LMK”) owned 20,644,733
shares of the Company’s common stock. As majority owner of LMK, Mr. Chan is deemed to be the beneficial owner of LMK’s
shares. Therefore, prior to Mr. Chan’s acquisition of the Series C Preferred Stock, Mr. Chan controlled approximately 25.47%
of the Company’s voting power. Following acquisition of the share of the Series C Preferred Stock, Mr. Chan has majority
voting power.
This
sale was not registered under the Securities Act of 1933, as amended (the “Securities Act”), and the share of Series
C Preferred Stock was issued in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act
and Rule 506 of Regulation D. Mr. Chan has acquired the Series C Preferred Stock for his own accounts and not with a view to distribution
in violation of the Securities Act.
Item
5.01 Changes in Control of Registrant.
The
information provided in Item 3.02 of this Current Report on Form 8-K is incorporated herein by reference.
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.
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SUGARMADE,
INC.
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Date:
March 10, 2021
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By:
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/s/
Jimmy Chan
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Name:
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Jimmy
Chan
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Title:
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Chief
Executive Officer
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Sugarmade (PK) (USOTC:SGMD)
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