prospectussupplement-9132
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 September 13,
2021
to
Prospectus dated May 1, 2021 (as supplemented
July 6, 2021)
This supplement updates the prospectuses dated
May 1, 2021 (as supplemented July 6, 2021) of the Teucrium Corn
Fund, Teucrium Sugar Fund, Teucrium Soybean Fund, Teucrium Wheat
Fund, and Teucrium Agricultural Fund (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.
Legal
Matters. The following information replaces the
“Litigation and
Claims” section in each prospectus that appears under
the caption “Legal
Matters” and supersedes the supplement to each
Fund’s prospectus dated July 6, 2021.
Litigation and
Claims
On November 30, 2020, certain officers and
members of Teucrium Trading, LLC (the “Sponsor”), along
with the Sponsor, filed a Verified Complaint (as amended through
the Amended Verified Complaint filed on February 18, 2021) (the
“Gilbertie complaint”) in the Delaware Court of
Chancery, C.A. No. 2020-1018-AGB. The Gilbertie complaint asserts 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. Sal Gilbertie v. Dale
Riker, et
al., C.A. No. 2020-1018-AGB (Del. Ch.)
(the “Gilbertie case”)
Among other things, the Gilbertie complaint
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 Dale Riker v. Sal Gilbertie, et
al., No. 656794-2020 (N.Y. Sup. Ct.). On April 22, 2021, the
Supreme Court of the State of New York, New York County dismissed
Mr. Riker’s 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).
The Gilbertie complaint asserts 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 Sponsor; 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.
On June 29, 2021, Dale Riker, individually and
derivatively on behalf of the Sponsor, filed a new 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. See Dale Riker v.
Salvatore Gilbertie et al., C.A. No. 2021-0561-LWW. (the
“Riker case”).
On September 7, 2021, Dale Riker and Barbara Riker filed their
answers to the Gilbertie
complaint. As a result of the Court having ordered the
consolidation of the Gilbertie
case and Riker case,
the claims in the Riker
case were re-filed as counterclaims in the Gilbertie case, which accompanied the
Rikers’ answers. The now-consolidated Gilbertie case and the Riker case is captioned Sal Gilbertie, Cory Mullen-Rusin, Steve
Kahler, Carl Miller III, and Teucrium Trading LLC v. Dale Riker and
Barbara Riker, C.A. No. 2020-1018-LWW.
Through their counterclaims, the Rikers assert
direct and derivative claims for breach of fiduciary duty, breach
of contract, declaratory relief, specific performance, unjust
enrichment, fraud, and conspiracy to commit fraud. The Sponsor
intends to pursue its claims and defend vigorously against the
Rikers’ counterclaims 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, any of the Funds, or Teucrium Commodity Trust (of
which each Fund is a separate portfolio), or any principal or
affiliate of any of them. This includes any actions
pending, on appeal, concluded, threatened, or otherwise known to
them.