Washington, D.C.  20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 8, 2019


Commission file number 000-23446


(Exact name of registrant as specified in its charter)
Delaware   94-3008888
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)

750 Royal Oaks Dr., Suite 108

Monrovia, CA

(Address of principal executive offices)   (Zip Code)
(888) 982-1628
(Registrant's telephone number, including area code)


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:


☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  


Item 7.01 Regulation FD Disclosure

Sugarmade Inc., a Delaware corporation (the “Company”) makes the following disclosures pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934, generally referred to as Regulation FD Disclosure. Over the coming days, Sugarmade plans to discuss the below items with selected shareholders and potential investors and is thus making these disclosures in advance of these discussions in order to ensure all Company stakeholders are privy to this information.


On August 8, 2019, the Company discloses material information concerning its proposed acquisition BZRTH, LLC (“BZRTH”) (the “BZRTH Acquisition”). On July 25, 2019, the Company announced BZRTH had completed its audit and that such completion was material to the overall process of closing on the BZRTH acquisition, with the closing of the audit being required for the closing of the BZRTH acquisition. As of August 8, 2019, the Company is announcing it is now prepared to complete the first closing of the BZRTH Acquisition.

On August 8, 2019, the Company announced its plans to call a Special Meeting of shareholders to elect new directors of the Company, including at least two independent directors who have no “material relationship” to the Company, as defined by national stock exchanges. Chairman, Jimmy Chan, in accordance with the Bylaws of the Company, plans to call for the Special Meeting to elect new directors in order to provide the Company with requirements, including requirements for independent directors, as outlined by these national exchanges. Chairman Chan and the board will inform shareholders of the date of the special meeting in a timely manner.

FORWARD-LOOKING STATEMENTS: This filing contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management's current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as "anticipate," "intend," "plan," "goal," "seek," "believe," "project," "estimate," "expect," "strategy," "future," "likely," "may," "should," "would," "could," "will" and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. At this time there are no assurances the Company’s acquisition efforts will be successful.


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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.






Date: August 8, 2019 By:

/s/ Jimmy Chan 

    Name: Jimmy Chan  
    Title: Chief Executive Officer  


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