Current Report Filing (8-k)
April 30 2021 - 8:30AM
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): April 27, 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
8.01. Other Events.
On
April 27, 2021 (the “Effective Date”), Sugarmade, Inc. (the “Company”) entered into an amendment (the
“LOI Amendment”) to the March 28, 2021 letter of intent (the “LOI”) entered into by and between the Company
and Lemon Glow Company, Inc., a California corporation (“Lemon Glow”, and, together with the Company, the “Parties”).
As
described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”)
on April 1, 2021, on March 28, 2021 the Parties entered into the LOI. Under the terms of the LOI, the Parties agreed to enter
into an acquisition agreement pursuant to which the Company would acquire Lemon Glow for a purchase price of $23,280,000, $4,656,000
of which will be paid in cash and $18,624,000 of which will be paid in equity.
The
Parties mutually agreed that the LOI would be valid for a period of thirty (30) days from the date of signing, which was March
28, 2021, after which the terms of the LOI would no longer be valid. Therefore, the LOI would expire on April 28, 2021, unless
amended to extend the term of the LOI.
On
the Effective Date, pursuant to the LOI Amendment, the Parties agreed to amend the LOI by extending the term of the LOI to forty-five
days (45) from March 28, 2021 – or May 12, 2021.
Pursuant
to the LOI Amendment, the Parties confirmed their intent to close the transaction outlined in the LOI and to close as soon as is possible,
but not later than May 12, 2021. Additionally, the Parties affirmed the reason for the extension of the term of the LOI does not pertain
to any disagreement or any intention to change the proposed terms outlined in the LOI, but instead was done to provide additional time
for the Parties to complete certain corporate actions necessary to effect the acquisition of Lemon Glow by the Company, certain of
which require filings that must be received and processed by State governmental bodies that, as of the date of this Current Report on
Form 8-K, have not yet been processed. Additionally, the LOI Amendment was entered into to provide additional time for the drafting of
the definitive acquisition agreement pursuant to which the Company intends to acquire Lemon Glow, as well as the completion of all necessary
due diligence that the Parties have agreed must occur before the definitive agreement may be entered into by the Parties.
The
foregoing description of the LOI is qualified by the description of the LOI in the Company’s Current Report on Form 8-K
filed with the SEC on April 1, 2021, the description of which is incorporated by reference herein.
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:
April 30, 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 and Chief Financial Officer
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