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
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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On February 2321, 2023, Sugarmade, Inc., a Delaware corporation (the “Company”) ~~issued~~entered into a ~~press~~securities ~~release~~purchase ~~discussing~~agreement ~~certain~~(the “SPA”) ~~business~~and ~~developments~~security agreement (the “Security Agreement”) with Mast Hill Fund, L.P., Aa ~~copy~~Delaware limited partnership (the “Holder”), pursuant to which the Company issued an 8% senior secured promissory note (the “Note”) with a maturity date of ~~this~~February ~~press~~21, ~~release~~2024 is(the ~~attached~~“Maturity ~~hereto~~Date”), asin ~~Exhibit~~the 99principal sum of $122,500 (the “Principal Sum”).1 In addition, the Company issued a common stock purchase warrant for the purchase of up to 418,333,334 shares of the Company’s common stock (the “Warrant”) to the Holder pursuant to the SPA. Pursuant to the terms of the Note, the Company agreed to pay the Principal Sum to the Holder and ~~incorporated~~to ~~herein~~pay byinterest ~~reference~~on the principal balance at the rate of 8% per annum. The ~~information~~Note ~~contained~~carries an original issue discount (“OID”) of $12,250. Accordingly, on the Closing Date (as defined in the ~~website~~SPA), the Holder paid the purchase price isof ~~not~~$110,250 in exchange for the Note and Warrant. The Holder may convert the Note into the Company’s common stock (the “Common Stock”), at any time at a ~~part~~conversion price equal to $0.00005 per share, subject to adjustment as provided in the Note (including but not limited to certain price protection provisions in case of ~~this~~future ~~Current~~dilutive ~~Report~~offerings) onas ~~Form~~well ~~8-K~~as certain beneficial ownership limitations.

The ~~information~~Company ~~included~~may inprepay ~~Item~~the ~~7.01~~Note toat ~~this~~any ~~Current~~time ~~Report~~prior ~~on Form 8-K shall not be deemed~~ to bethe ~~“filed”~~date ~~for~~that ~~purposes~~an ofEvent ~~Section 18~~ of ~~the~~Default ~~Securities Exchange Act of 1934,~~ (as ~~amended~~defined (in the ~~“Exchange Act”~~Note), or(each ~~otherwise~~an ~~subject~~“Event ~~to the liabilities~~ of ~~that~~ ~~section,~~Default”) ~~nor~~occurs ~~shall~~at ~~such~~an ~~information~~amount beequal ~~deemed~~to ~~incorporated~~the byPrincipal ~~reference~~Sum inthen ~~any~~outstanding ~~filing~~plus ~~under~~accrued ~~the~~and ~~Securities~~unpaid ~~Act~~interest of(no ~~1933,~~prepayment ~~as amended, or~~premium) ~~the~~plus ~~Exchange~~$750.00 ~~Act,~~for ~~except~~administrative asfees. ~~shall~~The beNote ~~expressly~~contains ~~set~~customary ~~forth~~events byof ~~specific~~default ~~reference~~relating into, ~~such~~among aother ~~filing.~~things, ~~The~~payment ~~information set forth under this~~defaults, ~~Item~~breach ~~7.01~~of ~~shall~~representations ~~not~~and bewarranties, ~~deemed~~and anbreach ~~admission~~of asprovisions toof the ~~materiality~~Note, ofWarrant, ~~any~~or ~~information in this Current Report on Form 8-K~~SPA.

~~Item~~Upon 8the occurrence of any Event of Default, the Note shall become immediately due and payable and the Company shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Sum then outstanding plus accrued interest multiplied by 150% (the “Default Amount”).~~01.~~ ~~Other~~Upon ~~Events~~the occurrence of an Event of Default, additional interest will accrue from the date of the Event of Default at the rate equal to the lower of 16% per annum or the highest rate permitted by law.

OnThe Warrant is exercisable for five years from February 21, 2023, ~~Sugarmade,~~at ~~Inc.~~an ~~(the~~exercise ~~“Company”)~~price ~~entered~~of ~~into~~$0.0003 aper ~~letter~~share ~~of intent~~ (the “~~LOI~~Exercise Price”) ~~by and between~~, ~~the~~subject ~~Company~~to ~~and~~adjustment ~~both~~as ~~Treasure~~provided ~~Mountain~~in ~~Holdings~~the ~~(“Treasure~~Warrant. ~~Mountain”)~~The ~~and~~Warrant ~~Victorville~~also ~~Treasure~~contains ~~Holdings~~certain ~~(“Victorville”), both~~cashless ~~real~~exercise ~~estate~~provisions ~~owners.~~as ~~Under~~well ~~the~~as ~~terms~~price ofprotection provisions ~~the~~providing ~~LOI,~~for ~~the~~adjustment ~~Company~~of ~~and~~ the ~~sellers~~number ~~agreed~~of toshares ~~enter~~of ~~into~~Common anStock ~~acquisition~~issuable ~~agreement~~upon ~~pursuant to~~exercise ~~which~~of the ~~Company~~Warrants ~~would~~and ~~acquire~~ the ~~two~~Exercise ~~entities~~ Price in ~~exchange~~case ~~for a combination~~ of ~~cash~~future ~~and~~dilutive ~~equity~~offerings. ~~The~~Notwithstanding ~~result~~the offoregoing, the ~~proposed~~adjustment ~~transactions would~~to be the ~~creation~~number of ashares ~~legacy~~of ~~OTC~~Common ~~company~~Stock ~~engaged~~issuable due into ~~legal cannabis activities and~~ a ~~new,~~dilutive ~~potentially~~offering ~~NASDAQ~~will ~~listed~~only ~~company~~apply ~~involved in~~if ~~hospitality,~~an ~~entertainment,~~Event ~~and~~of ~~multimedia~~Default ~~flex-makerspace~~occurs ~~operations,~~under ~~not~~the ~~associated with cannabis~~Note.

The ~~purchase~~Company’s ~~price~~obligations ofunder the ~~two~~Note ~~entities~~are ~~would~~secured ~~aggregate~~by toall ~~$70,000,000,~~of ~~payable~~the inassets ~~cash,~~of the ~~assumption~~Company ofand ~~existing~~its ~~mortgages~~subsidiaries, ~~and~~pursuant ~~issuance~~to the terms of ~~equity~~the Security Agreement.

~~Within~~The ~~the~~SPA ~~ensuing~~contains ~~60-day~~customary ~~LOI~~representations, ~~period~~warranties, ~~the~~and ~~parties~~covenants ~~will~~of ~~explore~~ the ~~best~~Company, ~~deployment~~including, ofamong ~~these~~other ~~acquired~~things ~~assets~~and subject to certain exceptions, ~~examine~~covenants that restrict the ~~auditability~~ability of the Company to~~-be-acquired~~ ~~entities~~enter into variable rate transactions. Pursuant to the SPA, the Holder also has certain participation rights in certain future equity and ~~commence~~debt offerings by the ~~engagement~~Company ofuntil ~~lawyers~~the date that the Note is extinguished, as ~~auditors~~well ~~and~~as ~~investment~~piggy-back ~~bankers~~registration rights with respect to ~~support~~the ~~this~~Common ~~project~~Stock into which the Note is convertible and Warrant is exercisable.

The ~~Company~~foregoing ~~has~~descriptions ~~agreed~~of the Warrant, Note, SPA, and Security Agreement do not purport to abe ~~commitment~~complete ~~fee~~and are qualified in its entirety by reference to the full text of ~~$500~~the Warrant,~~000~~ Note, ~~payable~~SPA, inand ~~the~~Security ~~form~~Agreement, copies of 2which are filed herewith as Exhibits 4.1,~~500~~ 10.1,~~000~~ 10.2,~~000~~ ~~restricted~~and ~~shares~~10.3, ~~once~~respectively, ~~the~~to ~~LOI~~this ~~remains~~Current ~~uncancelled at~~Report ~~the~~on ~~conclusion~~Form of8-K ~~the~~and ~~Due~~are ~~Diligence~~incorporated ~~Period~~herein by reference.

AItem ~~definitive~~2.03. ~~agreement~~Creation ~~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~~Direct ofFinancial ~~sixty~~Obligation ~~(60)~~or ~~days~~an ~~from~~Obligation ~~the~~under ~~date of~~an ~~signing,~~Off-Balance ~~which~~Sheet ~~was~~Arrangement ~~February 21, 2023, after which the terms~~ of ~~the~~a ~~LOI would no longer be valid. Therefore, the LOI would expire on April 23, 2023, unless amended to extend the term of the LOI.~~Registrant

~~Item~~To 9the extent required by Item 2.03 of Form 8-K, the information contained in Item 1.01 ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated herein by reference.

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)

Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

4.1		Common Stock Purchase Warrant, dated as of February 21, 2023, by and between Sugarmade, Inc. and Mast Hill Fund, L.P.
10.1		Promissory Note, dated as of February 21, 2023, by and between Sugarmade, Inc. and Mast Hill Fund, L.P.
10.2		Securities Purchase Agreement, dated as of February 21, 2023, by and between Sugarmade, Inc. and Mast Hill Fund, L.P.
10.3		Security Agreement, dated as of February 21, 2023, by and between Sugarmade, Inc., its subsidiaries, and Mast Hill Fund, L.P.
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
Date: February 27, 2023	By:	/s/ Jimmy Chan
	Name:	Jimmy Chan
	Title:	Chief Executive Officer ~~and Chief Financial Officer~~

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