Current Report Filing (8-k)
November 05 2021 - 9:01AM
Edgar (US Regulatory)
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2021-10-28
2021-10-28
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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): October 28, 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
7.01. Regulation FD Disclosure.
On
November 5, 2021, the Company issued a Press Release announcing that Lemon Glow obtained a conditional Use Permit (UP) number
in connection with the possibility of commercial cultivation of cannabis at the Property. A copy of the Press Release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
The
information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or
the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this
Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required
to be disclosed solely to satisfy the requirements of Regulation FD.
Item
8.01. Other Events.
On
October 28, 2021, Lemon Glow Company, a California corporation (“Lemon Glow”), which is a wholly-owned subsidiary of Sugarmade,
Inc. (the “Company”) obtained a conditional Use Permit (UP) number from the Community Development Department of the County
of Lake, California, which the Company believes is an important step towards the conditional Use Permit (UP) for commercial cannabis
cultivation at its Property.
As
previously disclosed in a Form 8-K filed on May 17, 2021 and amended on June 1, 2021, the Company had entered into an Agreement and Plan
of Merger (“Agreement”), dated as of May 12, 2021, by and between Carnaby Spot Bay Corp, a California corporation (“Merger
Sub”) and a wholly-owned subsidiary of the Company, Lemon Glow Company, a California corporation (“Lemon Glow”), and
Ryan Santiago. The business combination through a merger (“Merger”) of Merger Sub with and into Lemon Grow, was closed on May 25, 2021. The Merger included all of Lemon Glow’s assets, interests, property and rights, including six-hundred-forty
(640) acres of real estate (the “Property”) located in County of Lake, California, outside of the Commercial Cannabis Cultivation
Exclusion Zones.
The
Company believes that obtaining the conditional Use Permit (UP) number by the County of Lake could lead towards full approval to cultivate
cannabis on up to thirty-two (32) acres out of the total six-hundred-forty (640) acres of the Property.
The
issuance of the conditional Use Permit (UP) number by County of Lake allows the Company to proceed with the state cannabis cultivation
license application, and potentially obtain certain applicable permits, such as from the Department of Cannabis Control, Department of
Food and Agriculture, Department of Pesticide Regulation, Department of Fish and Wildlife, The State Water Resources Control Board, Board
of Forestry and Fire Protection, Central Valley or North Coast Regional Water Quality Control Board, Department of Public Health, and
Department of Consumer Affairs, as may be required.
Item
9.01 Financial Statement and Exhibits.
(d)
Exhibits
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: November 5,
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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