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): 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)
☐	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

Exhibit No.	Description
99.1	Press release of the registrant dated February 23, 2023.
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: February 23, 2023	By:	/s/ Jimmy Chan
	Name:	Jimmy Chan
	Title:	Chief Executive Officer and Chief Financial Officer

EX-99.1

Exhibit 99.1

Sugarmade Executes Binding LOI to Create Dynamic New PubCo Targeting

Hospitality, Entertainment, and Multimedia Production Markets

Proposed Transaction involves $70 million in real estate holdings and the launch of new state-

of-the-art multimedia flex space brand, TheMediaBox

NEW YORK, Feb. 23, 2023 –

Sugarmade, Inc. (OTC Pink: SGMD) (“Sugarmade,” “SGMD” or the “Company”), a product and branding marketing company investing in operations and technologies with disruptive potential, is pleased to announce it has entered into a Binding Letter of Intent (the “LOI”), dated February 21, 2023, to acquire the real estate assets and businesses of Treasure Mountain Holdings, LLC (“Treasure Mountain”), and Victorville Treasure Holdings, LLC (“Victorville Treasure”).

Management believes the full resolution of this strategic process (the “Proposed Transactions”) will result in two new dynamic growth-oriented business entities: a legacy OTC company engaged in the legal cannabis marketplace and a new NASDAQ listed company involved in hospitality, entertainment, and multimedia flex-makerspace operations that holds significant real estate and other assets away from the “plant-touching” cannabis arena.

Several potential structures and scenarios for the Proposed Transactions have been identified by both parties. Following full review and input from legal counsel and advisors, the parties will select the plan that is in the best interests of shareholders and principals.

Real estate assets included in the LOI are the Hilton Garden Inn Palm Springs/Rancho Mirage and the Holiday Inn Victorville. Both are located in California and carry a combined value of $70 million.

In addition to the intrinsic value of the real estate controlled by Treasure Mountain and Victorville Treasure, to maximize space utilization and increase revenue and brand awareness at these properties, the Company will introduce TheMediaBox, a new state-of-art branded multimedia flex-makerspace concept targeting aspiring content creators.

TheMediaBox is a membership-driven multimedia production facility that offers a unique and innovative approach to flex space by providing a creative environment for individuals and groups to experiment, produce, and showcase various forms of media such as videos, music, graphics, animation and more. The space is designed for hobbyists, educators, media enthusiasts, and professionals to hone their skills, connect with others, collaborate, and create compelling content.

TheMediaBox generates revenue by collecting rent from its customers, as well as by offering value-added services such as state-of-art multimedia equipment, software, accessories, and multimedia education.

Another source of powerful synergies in this deal is CarryOutSupplies.com, a wholly-owned subsidiary of Sugarmade that is uniquely suited to provide substantial support and intrinsic value to each real estate property. CarryOutSupplies.com serves clients nationwide as a leader in paper and plastic take-out supplies, including customized products. Businesses trust and rely on CarryOutSupplies.com because it offers a wide array of high-quality products ranging from custom plastic cold cups to logo-printed food containers.

“This deal will carry multiple synergistic elements and tremendous value creation,” stated Jimmy Chan, CEO of Sugarmade. “TheMediaBox is an idea whose time has come, and this is the perfect vehicle to launch it. We are embarking on a new chapter that stands to deliver significant value to our shareholders as we expand our asset base and revenue streams and diversify our model with an eye toward a major exchange listing.”

Completion of the Proposed Transaction is subject to a number of conditions and contingencies outlined in the LOI, including but not limited to, the completion of mutually satisfactory 60-day due diligence period and execution of a definitive agreement. No assurances can be made that the parties will successfully negotiate and enter into the definitive agreement, or that the proposed transaction will be consummated on the terms or time frame currently contemplated, or at all. Any transaction would be subject to board and equity holder approval of both companies, regulatory approvals, and other customary conditions.

About Sugarmade

Sugarmade, Inc. (OTC Pink: SGMD) is a product and branding marketing company investing in operations and technologies with disruptive potential. Our brand portfolio includes CarryOutSupplies.com, SugarRush™, J Grade Farm and Lemon Glow.

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

XML

Cover	Feb. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 21, 2023
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	20529 E. Walnut Drive N.
Entity Address, City or Town	Walnut
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91789
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