8-K

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): October 28, 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. ☐

Item 7.01. Regulation FD Disclosure.

On November 5, 2021, the Company issued a Press Release announcing that Lemon Glow obtained a conditional Use Permit (UP) number in connection with the possibility of commercial cultivation of cannabis at the Property. A copy of the Press Release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item 7.01, including Exhibit 99.1, 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 that is required to be disclosed solely to satisfy the requirements of Regulation FD. 

Item 8.01. Other Events. 

On October 28, 2021, Lemon Glow Company, a California corporation (“Lemon Glow”), which is a wholly-owned subsidiary of Sugarmade, Inc. (the “Company”) obtained a conditional Use Permit (UP) number from the Community Development Department of the County of Lake, California, which the Company believes is an important step towards the conditional Use Permit (UP) for commercial cannabis cultivation at its Property.

As previously disclosed in a Form 8-K filed on May 17, 2021 and amended on June 1, 2021, the Company had entered into an Agreement and Plan of Merger (“Agreement”), dated as of May 12, 2021, by and between Carnaby Spot Bay Corp, a California corporation (“Merger Sub”) and a wholly-owned subsidiary of the Company, Lemon Glow Company, a California corporation (“Lemon Glow”), and Ryan Santiago. The business combination through a merger (“Merger”) of Merger Sub with and into Lemon Grow, was closed on May 25, 2021. The Merger included all of Lemon Glow’s assets, interests, property and rights, including six-hundred-forty (640) acres of real estate (the “Property”) located in County of Lake, California, outside of the Commercial Cannabis Cultivation Exclusion Zones.

The Company believes that obtaining the conditional Use Permit (UP) number by the County of Lake could lead towards full approval to cultivate cannabis on up to thirty-two (32) acres out of the total six-hundred-forty (640) acres of the Property.

The issuance of the conditional Use Permit (UP) number by County of Lake allows the Company to proceed with the state cannabis cultivation license application, and potentially obtain certain applicable permits, such as from the Department of Cannabis Control, Department of Food and Agriculture, Department of Pesticide Regulation, Department of Fish and Wildlife, The State Water Resources Control Board, Board of Forestry and Fire Protection, Central Valley or North Coast Regional Water Quality Control Board, Department of Public Health, and Department of Consumer Affairs, as may be required.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of the registrant issued November 5, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 5, 2021	By:	/s/ Jimmy Chan
	Name:	Jimmy Chan
	Title:	Chief Executive Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Sugarmade’s Lemon Glow Subsidiary Signaled to Move Forward with Cultivation Permit Process at 640 Acre Property by County Regulators

NEW YORK, November 5, 2021, (GLOBE NEWSWIRE) -- via NetworkWire – Sugarmade, Inc. (OTCMKTS:SGMD) (“Sugarmade”, “SGMD” or the “Company”) an emerging leader in the vertically integrated California cannabis marketplace, is excited to announce that, on October 28, 2021, its wholly owned subsidiary, Lemon Glow Company (“Lemon Glow”), obtained a conditional Use Permit (UP) number from the Community Development Department of the County of Lake, California, which the Company believes is an important step towards the conditional Use Permit (UP) for commercial cannabis cultivation at its Property.

The Company had entered into an Agreement and Plan of Merger (“Agreement”), dated as of May 25, 2021, by and between Carnaby Spot Bay Corp, a California corporation (“Merger Sub”) and a wholly-owned subsidiary of the Company, Lemon Glow Company, a California corporation (“Lemon Glow”), and Ryan Santiago. The merger, which was closed on May 25, 2021, included all of Lemon Glow’s assets, interests, property, and rights.

If the necessary approvals and permits are obtained, up to thirty-two (32) of the six hundred forty (640) acres at the Property would be designated for outdoor cannabis cultivation. Ryan Santiago, CEO of Lemon Glow, estimates that “the annual potential cultivation yield at the Property could possibly achieve four thousand (4,000) pounds of dry trimmed cannabis flower per acre annually, which represent approximately 128,000 pounds, or 64 tons, of dry trimmed cannabis flower annually in total”.

While the Company believes that the issuance of the conditional Use Permit (UP) number by Lake County is an important step toward full approval to cultivate cannabis on the Property, the Company must still gain approval from other local and state regulatory authorities in California.

Furthermore, the issuance of the conditional use permit number by the County of Lake allows the Company to proceed with a state cannabis cultivation license application and applicable permits, such as those from the Department of Cannabis Control, the Department of Food and Agriculture, the Department of Pesticide Regulation, the Department of Fish and Wildlife, the State Water Resources Control Board, the Board of Forestry and Fire Protection, the Central Valley or North Coast Regional Water Quality Control Board, the Department of Public Health, and the Department of Consumer Affairs, as may be required.

“We are excited to see the process moving forward for our Lemon Glow property, which represents an important strategic asset as we further verticalize our overall model,” noted Jimmy Chan, CEO of Sugarmade. “Our vision is ‘seed to door’, which would separate us from other players in the California cannabis marketplace, given that we have already established a leading and growing presence in the cannabis delivery market and have set in motion a process to control our own supply chain. Ramping up our cultivation resources is a significant step in fully leveraging a vertical model to drive shareholder value through margin gains.”

About Sugarmade

Sugarmade, Inc. (OTCMKTS:SGMD) is a product and branding marketing company investing in operations and technologies with disruptive potential. Our Brand portfolio includes CarryOutsupplies.com, SugarRush™, NUG Avenue, Lemon Glow and Budcars.

For more information, please visit www.Sugarmade.com.

FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. They can be identified by the use of words such as “anticipate,” “intend,” “plan,” “goal,” “seek,” “believe,” “project,” “estimate,” “expect,” “strategy,” “future,” “likely,” “may,” “should,” “would,” “could,” “will” and other words of similar meaning in connection with a discussion of future operating or financial performance. Examples of forward-looking statements include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance.

Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks, uncertainties and other factors include, among others, such as but not limited to; economic conditions, changes in the laws or regulations, demand for products and services of the company, the effects of competition, uncontrollable forces of nature and other factors that could cause actual results to differ materially from those projected or represented in the forward-looking statements.

Any forward-looking information provided in this release should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this report.

Corporate Contact:
Jimmy Chan
+1-(888)-982-1628
info@Sugarmade.com

Investor Relations Contact:
EDM Media, LLC
https://edm.media

Corporate Communications:

InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com

XML

Cover	Oct. 28, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 28, 2021
Entity File Number	000-23446
Entity Registrant Name	SUGARMADE, INC.
Entity Central Index Key	0000919175
Entity Tax Identification Number	94-3008888
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	750 Royal Oaks Dr.
Entity Address, Address Line Two	Suite 108
Entity Address, City or Town	Monrovia
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91016
City Area Code	(888)
Local Phone Number	982-1628
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false