UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 27, 2012
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))
Item 1.01
Entry Into a Material Definitive Agreement
On November 29, 2012, Sugarmade, Inc. (the “Company”), entered into a Share Cancellation Agreement with Scott Lantz pursuant to which Mr. Lantz agreed to the cancellation of 354,722 of his shares of Company common stock. Mr. Lantz is the Chief Executive Officer, Chief Financial Officer and a Director of the Company. The foregoing description of the Share Cancellation Agreement is qualified in its entirety by reference to the agreement which is filed as an exhibit to this Current Report.
Item 5.02
Departures of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective November 27, 2012, Ed Roffman and C. James Jensen resigned from the Board of Directors of the Company. The resignations were not the result of any disagreements with the Company.
Effective November 27, 2012, the Board of Directors of the Company appointed Stephan P. Pinto and Jonathan Leong to the Board of Directors to fill the vacancies created by the resignations of Mr. Roffman and Mr. Jensen.
Mr. Pinto, age 58, has served for the past 14 years as President and Chief Executive Officer of Allied Financial Services, Inc., which is an investment and advisory company making investments on behalf of itself and others in emerging companies and real estate syndications. Between October 2009 and July 2010, Mr. Pinto also held the position of Chairman of the Board of directors of our then private subsidiary, Sugarmade, Inc., a California corporation, prior to our acquisition of the subsidiary on May 9, 2011.
Mr. Leong, age 60, is the owner of JLA Risk Services and Insurance Agency, an insurance agency and safety engineering company. He is also the founder of Legends Bar and Jalapeno Mex Grill which are both located at the San Francisco International Airport. Mr. Leong is the Chairman and Founder of the Asian American Donor Program, which is an out-reach program for donors to support bone marrow transplants. He serves as a governor-appointed board member of the California Earthquake Authority, a public-private earthquake insurance agency. Mr. Leong is a board member of Asian Inc., which focuses on low income housing and small businesses. He is also a board member of I Hear Inc., a company developing a new kind of hearing aid.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibit is filed with this report:
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Exhibit |
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10.17 |
| Share Cancellation Agreement dated November 29, 2012 |
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SIGNATURE
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, thereunto duly authorized.
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| SUGARMADE, INC. | ||||
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Dated: December 3, 2012 |
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| By: |
| /s/ Scott Lantz | ||
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| Scott Lantz Chief Executive Officer |
SHARE CANCELLATION AGREEMENT
This Share Cancellation Agreement dated November 29, 2012 (this "Agreement") is made and entered into by and between Sugarmade, Inc., a Delaware corporation (the "Company"), and Scott Lantz ("Mr. Lantz"), with respect to the following facts:
WHEREAS, Mr. Lantz is an officer, director and shareholder of the Company;
WHEREAS, Mr. Lantz has been issued Company Share Certificate No. 9477 dated July 18, 2012 in the amount of 500,000 shares (the “Shares”) of Company Common Stock, and Mr. Lantz owns the Shares of record and beneficially, free and clear of all liens, security interests, and encumbrances of any kind whatsoever, and Mr. Lantz has full right, power and authority to execute, deliver and perform this Agreement;
WHEREAS, the Company has agreed to issue 354,722 shares of Company common stock to the investors who participated in the Company’s sale of common stock and warrants during the March – May 2012 fundraising in recognition of the subsequent debt financing which commenced in August, 2012 at a substantially lower conversion share price and which included lower priced warrants;
WHEREAS, Mr. Lantz has agreed to the cancellation of 354,722 shares of his common stock to avoid any dilution to the Company’s shareholders from the issuance of the 354,722 shares to the investors;
NOW, THERFORE, in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed as follows:
1.
Cancellation of Shares. In consideration for the payment of $10.00 and the consideration described above, Mr. Lantz agrees to cancel 354,722 of the Shares. Mr. Lantz shall deliver to the Company for cancellation stock certificates representing the Shares along with duly executed medallion guaranteed stock powers covering the shares (or such other documents acceptable to the Company's transfer agent) and hereby irrevocably instructs the Company and the Company's transfer agent to cancel 354,722 Shares. Following such cancellation, the 354,722 Shares will no longer be outstanding on the stock ledger of the Company and Mr. Lantz shall no longer have any interest in the Shares.
2.
Miscellaneous. This Agreement shall be governed by the internal laws of the State of California without regard to its conflict of laws rules, except to the extent the laws of Delaware are mandatorily applicable. This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission or electronic mail in PDF.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
SUGARMADE, INC. By: /s/ SCOTT LANTZ Scott Lantz, CEO | MR. LANTZ /s/ SCOTT LANTZ Scott Lantz |