Amended Current Report Filing (8-k/a)
August 11 2021 - 02:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 2)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported): May 12,
2021
SUGARMADE, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-23446 |
|
94-3008888 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
750
Royal Oaks Dr., Suite 108
Monrovia,
CA
|
|
91016 |
(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. ☐
Explanatory
Note
On
May 17, 2021, Sugarmade, Inc. (the “Company”) filed a Current
Report on Form 8-K (the “Original Form 8-K”) disclosing that, on
May 12, 2021, the Company entered into an Agreement and Plan of
Merger (the “Merger Agreement”) by and between Carnaby Spot Bay
Corp, a California corporation and a wholly owned subsidiary of the
Company (“Merger Sub”), Lemon Glow Company, a California
corporation (the “Lemon Glow”) and Ryan Santiago (the “Shareholder
Representative”), pursuant to which, upon the terms and subject to
the conditions set forth in the Merger Agreement, Merger Sub would
merge with and into Lemon Glow, with Lemon Glow being the surviving
corporation (the “Merger”).
The
Company further disclosed that, on May 14, 2021, the closing of the
Merger (the “Closing”) occurred in accordance with the terms of the
Merger Agreement on May 14, 2021, and that the Merger was
consummated on May 14, 2021 by the filing of a Certificate of
Merger with the Secretary of State of the State of California,
which was duly filed on May 14, 2021, at which time, the Merger
became effective (the “Effective Time”).
Subsequently,
on May 25, 2021, the Company filed an Amendment on Form 8-K/A
(“Amendment No. 1”) to the Original Form 8-K to disclose that, on
May 20, 2021, the Company received a notification from Secretary of
State of the State of California stating that the Company’s May 14,
2021 Certificate of Merger filing had been rejected due to certain
technical deficiencies in the filing. In response, the Company
disclosed in Amendment No. 1 that on May 24, 2021, the parties to
the Merger Agreement entered into an Amendment to the Merger
Agreement, which contained certain immaterial amendments to the
original Merger Agreement in response to the comments from the
Secretary of State of California received by the Company in
connection with its original Certificate of Merger filing on May
14, 2021. On May 25, 2021, the Company re-filed with the Secretary
of State of California for the Closing of the Merger.
The
Secretary of State of California accepted the filing, and as a
result, the Effective Time of the Merger was May 25, 2021, and the
Merger was effective as of that date.
The
Original Form 8-K and Amendment No. 1 did not include the audited
financial statements of Lemon Glow nor the pro-forma unaudited
financial statements as required under Item 9.01 of Form 8-K. This
Amendment No. 2 on Form 8-K/A to the Original Form 8-K (“Amendment
No. 2”) is filed to include the financial statement information
required under Item 9.01 of Form 8-K in connection with the
acquisition of Lemon Glow.
The description of the Merger Agreement and Amendment to the Merger
Agreement found in this Amendment No. 2 is not intended to be
complete and is qualified in its entirety by reference to the
Merger Agreement and Amendment to the Merger Agreement filed as
Exhibits to the Original Form 8-K and Amendment No. 1,
respectively.
Item
9.01 Financial Statement and Exhibits.
(a)
Financial Statements of Business Acquired.
The audited combined financial statements of Lemon Glow for
the year ended June 30, 2020 and the period ended May 25, 2021 and
accompanying notes are attached hereto as Exhibit 99.1 to this
Amendment No. 2 and are incorporated by reference
herein.
(b)
Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of
the Company as of March 31, 2021 and for the nine months ended
March 31, 2021 and the period beginning June 30, 2020 to March 31,
2021 and accompanying notes are attached hereto as Exhibit 99.2 and
are incorporated by reference into this Amendment No. 2.
(c)
Exhibits
The
following exhibits are filed or furnished with this Current Report
on Form 8-K:
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.
|
SUGARMADE,
INC. |
|
|
|
Date:
August 11, 2021 |
By: |
/s/
Jimmy Chan |
|
Name: |
Jimmy
Chan |
|
Title: |
Chief
Executive Officer and Chief Financial Officer |
Sugarmade (PK) (USOTC:SGMD)
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