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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 10/19/23 Sugarmade, Inc. 8-K:3,5,9 10/12/23 12:1.5M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 41K 2: EX-3.1 Articles of Incorporation/Organization or Bylaws HTML 6K 3: EX-3.2 Articles of Incorporation/Organization or Bylaws HTML 6K 7: R1 Cover HTML 42K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- form8-k_htm XML 14K 9: EXCEL IDEA Workbook of Financial Report Info XLSX 8K 5: EX-101.LAB XBRL Labels -- sgmd-20231012_lab XML 96K 6: EX-101.PRE XBRL Presentations -- sgmd-20231012_pre XML 64K 4: EX-101.SCH XBRL Schema -- sgmd-20231012 XSD 12K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001493152-23-037719-xbrl Zip 17K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) i October 12, 2023
(Exact name of registrant as specified in its charter)
| i Delaware | i 000-23446 | i 94-3008888 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
| i 91789 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code i (888) i 982-1628
N/A
(Former name or former address, if changed since last report.)
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):
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).
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 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in fiscal Year.
Sugarmade, Inc. (the “Company”) filed on October 12, 2023, a Certificate of Amendment to the Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware (the “Certificate of Amendment”). According to the Certificate of Amendment, the Company shall effect a 1-for-200 reverse stock split (the “reverse stock split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), with any fractional shares of Common Stock resulting therefrom being rounded up to the nearest whole share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of pre-split Common Stock (the “Old Certificates”) shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been reclassified, and changed, subject to the elimination of fractional interests in shares of Common Stock as described above. The Certificate of Amendment was to be effective October 18, 2023 (the “Effective Time”).
On October 17, the Certificate of Amendment was corrected by a certificate of correction (the “Certificate of Correction”) to reflect an updated Certificate of Amendment Effective Time of October 20, 2023.
The company submitted the reverse stock split plan for review to FINRA and the Reverse Stock Split was announced by FINRA (the Financial Industry Regulatory Authority) on October 19, 2023, effective within the marketplace at the open of business on October 20, 2023 (the “Effective Date”), whereupon the shares of common stock will begin trading on a reverse stock split-adjusted basis.
The foregoing description of the Certificate of Amendment and Certificate of Correction do not purport to be complete and are qualified in their entirety by reference to the Certificate of Amendment, which is filed as Exhibit 3.1, and the Certificate of Correction, which is filed as Exhibit and 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | ||
| Number | Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Sugarmade, Inc. | |
| 3.2 | Certificate of Correction to the Amendment to Certificate of Incorporation, Inc. | |
| 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 thereunto duly authorized.
| Date: October 19, 2023 | Sugarmade, Inc. | |
| By: | /s/ Jimmy Chan | |
| Jimmy Chan | ||
| Chief Executive Officer and Chief Financial Officer | ||
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 10/20/23 | None on these Dates | |||
| Filed on: | 10/19/23 | |||
| 10/18/23 | ||||
| For Period end: | 10/12/23 | |||
| List all Filings | ||||