tct_424b307062021
Filed pursuant to Rule
424(b)(3)
File No.
333-248546
File No.
333-248545
File No.
333-241569
File No.
333-230623
File No.
333-254650
TEUCRIUM CORN FUND
TEUCRIUM SUGAR FUND
TEUCRIUM SOYBEAN
FUND
TEUCRIUM WHEAT FUND
TEUCRIUM AGRICULTURAL
FUND
Supplement
dated July 6, 2021
to
Prospectus
dated May 1, 2021
This
supplement updates the prospectuses of the Teucrium Corn Fund,
Teucrium Sugar Fund, Teucrium Soybean Fund, Teucrium Wheat Fund,
and Teucrium Agricultural Fund each dated May 1, 2021 (each, a
“Fund”, and together, the “Funds”), with
the following information. It should be read in its entirety and
kept together with your prospectuses for future reference.
Capitalized terms and certain other terms used in this supplement,
unless otherwise defined in this supplement, have the meanings
assigned to them in the applicable
prospectus.
1.
Legal Matters. The Funds have updated
the following matters under the headed “Legal
Matters”.
Litigation and
Claims
On
December 9, 2020, Teucrium Trading, LLC (the
“Sponsor”), the sponsor to Teucrium Commodity Trust,
filed a Form 8-K (the “December 8-K”) providing
information about certain legal proceedings, namely, Sal Gilbertie v. Dale Riker,
et al., C.A. No.
2020-1018-AGB (Del. Ch.) (the “Gilbertie case”) and
Dale Riker v. Sal Gilbertie, et
al., No. 656794-2020 (N.Y. Sup. Ct.) (the
“Riker case”).
A summary about each of these legal proceedings is included
below.
With
respect to the Riker case,
on April 22, 2021, the Supreme Court of the State of New York, New
York County dismissed the case without prejudice to the case being
refiled after the conclusion of the Gilbertie case in Delaware Chancery
Court. See Dale Riker, et al. v. Teucrium Trading, LLC et
al, Decision + Order on Motions, No. 6567943-2020 (N.Y. Sup.
Ct) (Apr. 22, 2021).
On June
29, 2021, Dale Riker, individually and derivatively on behalf of
the Sponsor, filed suit in the Court of Chancery of the State of
Delaware against the Sponsor’s officers and certain of the
Sponsor’s Class A Members. This complaint seeks much of the
same relief sought in his New York case. Dale Riker v. Salvatore Gilbertie et
al., C.A. No. 2021-0561-LWW.
Sal Gilbertie, et
al. vs. Dale Riker and Barbara Riker: On November 30, 2020,
certain Company officers and members, along with the Sponsor, filed
a Verified Complaint in the Delaware Court of Chancery, C.A. No.
2020-1018-AGB, asserting various claims against Dale Riker, the
Sponsor’s former Chief Executive Officer and Barbara Riker,
the Sponsor’s former Chief Financial Officer and Chief
Compliance Officer. Among other things, the Action responded to and
addressed certain allegations that Mr. Riker had made in a draft
complaint that he threatened to file (and subsequently did file) in
New York Supreme Court (see below discussion of that New York
action). Through this Action, as amended through an Amended
Verified Complaint filed on February 18, 2021, the plaintiffs
assert claims for a declaration concerning the effects of the final
order and judgment in an earlier books and records action; for a
declaration concerning Mr. Riker’s allegation that Mr.
Gilbertie had entered into an agreement to purchase Mr.
Riker’s equity in the Company; for an order compelling the
return of property from Mr. Riker; for a declaration concerning Mr.
Riker’s allegations that the Sponsor and certain of the
plaintiffs had improperly removed him as an officer and caused
purportedly false financial information to be published; for breach
of Ms. Riker’s separation agreement with the Sponsor; for
tortious interference by Mr. Riker with Ms. Riker’s
separation agreement; for a declaration concerning the releases
that had been provided to Ms. Riker through her separation
agreement; for breach of the Sponsor’s Operating Agreement by
Mr. Riker; and for breach of fiduciary duty by Mr.
Riker.
Dale Riker vs. Sal
Gilbertie, et al.: On November 24, 2020, Mr. Riker, through
counsel, threatened to file an action in New York Supreme Court
against Mr. Gilbertie, Ms. Mullen-Rusin, Mr. Kahler, and Mr.
Miller, providing a copy of the draft complaint that he threatened
to file. On December 7, 2020, Mr. Riker filed a version of his
threatened complaint in the New York Supreme Court, New York
County, Index No. 656794/2020, asserting both direct claims on his
own behalf and derivative claims on behalf of the Sponsor (the
“Riker v. Gilbertie Action”). Through the Riker v.
Gilbertie Action, Mr. Riker asserted derivative claims for breach
of fiduciary duty against Mr. Gilbertie, Mr. Kahler, Ms.
Mullen-Rusin, and Mr. Miller; a direct claim for defamation against
Messrs. Miller and Gilbertie; a direct claim against Messrs. Miller
and Gilbertie seeking a declaration concerning the validity of
actions taken by Company Class A members; a direct claim for breach
of the implied covenant of good faith and fair dealing against
Messrs. Miller and Gilbertie; a direct claim against Mr. Gilbertie
seeking specific performance of an alleged agreement for Mr.
Gilbertie to purchase Mr. Riker’s equity in the Sponsor; a
derivative claim against Mr. Gilbertie, Mr. Kahler, and Ms.
Mullen-Rusin for unjust enrichment; and a direct claim against Mr.
Gilbertie, Mr. Miller, and Ms. Mullen-Rusin for an equitable
accounting. The complaint did not seek any damages against the
Sponsor. With respect to this case, on April 22, 2021, the Supreme
Court of the State of New York, New York County dismissed the case
without prejudice to the case being refiled after the conclusion of
the Gilbertie case in Delaware Chancery Court as discussed
above.
On June
29, 2021, Mr. Riker, individually and derivatively on behalf of the
Sponsor, filed a new action in the Court of Chancery of the State
of Delaware against the Sponsor’s officers and certain of the
Sponsor’s Class A Members. Through this Delaware action, Mr.
Riker asserts the same claims above with the exception of the
removal of the direct claim for defamation against Messrs. Miller
and Gilbertie, the addition of a direct claim for breach of the
Operating Agreement against Messrs. Miller and Gilbertie, the
removal of the claim against Mr. Gilbertie, Mr. Miller, and Ms.
Mullen-Rusin for an equitable accounting, and the addition of a
derivative claim of unjust enrichment against Mr. Gilbertie, Mr.
Miller, Mr. Kahler and Ms. Mullen-Rusin. The complaint seeks
repayment of legal fees to the Sponsor related to the Gilbertie v. Riker et al.
case.
The
Sponsor intends to pursue its claims and defend vigorously against
Mr. Riker’s claims in Delaware.
Except as described above, within the past
10 years of the date of this prospectus, there have been no
material administrative, civil or criminal actions against the
Sponsor, the Trust or the Fund, or any principal or affiliate of
any of them. This includes any actions pending, on
appeal, concluded, threatened, or otherwise known to
them.