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): May 4, 2021



(Exact name of registrant as specified in its charter)


Delaware   000-23446   94-3008888

(State or other jurisdiction

of incorporation)

File Number)

(IRS Employer

Identification No.)


750 Royal Oaks Dr., Suite 108

Monrovia, CA

(Address of principal executive offices)   (Zip Code)


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):


[  ]  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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A


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.


OTC Markets Group, Inc. (“OTC Markets”) previously added a “caveat emptor” designation to the corporate profile of Sugarmade, Inc. (the “Company”) on OTCMarkets.com as a result of promotional activities relating to the Company’s securities. The Company was advised by OTC Markets that the caveat emptor designation would remain on its OTC Markets profile for a minimum of 30 days, at which time the Company could request a review. The Company requested a review at the end of the 30-day period, and has cooperated fully with OTC Markets during the review, including responding to all information requests from OTC Markets. The Company is not aware of any promotional activities that have occurred since the beginning of OTC Markets’ review. The Company continues to work diligently to have the caveat emptor designation removed in the most expeditious manner possible.







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: May 4, 2021 By: /s/ Jimmy Chan
  Name: Jimmy Chan
  Title: Chief Executive Officer and Chief Financial Officer




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