Current Report Filing (8-k)
February 23 2023 - 08:33AM
Edgar (US Regulatory)
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2023-02-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
February 21, 2023
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.)
|
|
20529 E. Walnut Drive N.
Walnut,
CA
|
|
91789 |
|
(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) |
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|
☐ |
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
7.01 Regulation FD Disclosure.
On
February 23, 2023, Sugarmade, Inc. (the “Company”) issued a press
release discussing certain business developments. A copy of this
press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference. The information contained in the website is
not a part of this Current Report on Form 8-K.
The
information included in Item 7.01 to this Current Report on Form
8-K 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.
Item
8.01. Other Events.
On
February 21, 2023, Sugarmade, Inc. (the “Company”) entered into a
letter of intent (the “LOI”) by and between the Company and both
Treasure Mountain Holdings (“Treasure Mountain”) and Victorville
Treasure Holdings (“Victorville”), both real estate owners. Under
the terms of the LOI, the Company and the sellers agreed to enter
into an acquisition agreement pursuant to which the Company would
acquire the two entities in exchange for a combination of cash and
equity. The result of the proposed transactions would be the
creation of a legacy OTC company engaged in legal cannabis
activities and a new, potentially NASDAQ listed company involved in
hospitality, entertainment, and multimedia flex-makerspace
operations, not associated with cannabis.
The
purchase price of the two entities would aggregate to $70,000,000,
payable in cash, the assumption of existing mortgages and issuance
of equity.
Within
the ensuing 60-day LOI period, the parties will explore the best
deployment of these acquired assets, examine the auditability of
the to-be-acquired entities, and commence the engagement of
lawyers, auditors and investment bankers to support this
project.
The
Company has agreed to a commitment fee of $500,000, payable in the
form of 2,500,000,000 restricted shares, once the LOI remains
uncancelled at the conclusion of the Due Diligence
Period.
A
definitive agreement will follow upon satisfaction of the
contingencies, but the parties acknowledge that there is the
possibility that the conditions may not be met. The Parties
mutually agreed that the LOI would be valid for a period of sixty
(60) days from the date of signing, which was February 21, 2023,
after which the terms of the LOI would no longer be valid.
Therefore, the LOI would expire on April 23, 2023, unless amended
to extend the term of the LOI.
Item
9.01 Financial Statements and 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.
| |
SUGARMADE,
INC. |
| |
|
|
Date:
February 23, 2023 |
By: |
/s/
Jimmy Chan |
|
|
Name: |
Jimmy
Chan |
|
|
Title: |
Chief
Executive Officer and Chief Financial Officer |
Sugarmade (PK) (USOTC:SGMD)
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