NEW YORK, Aug. 12, 2021 — via InvestorWire — Sugarmade, Inc. (OTCMKTS:SGMD) (“Sugarmade,” “SGMD,” or the “Company”), an emerging leader in the vertically integrated cannabis marketplace based in California, is pleased to provide current and prospective shareholders with an update on its recent acquisition, Lemon Glow Company, Inc. (“Lemon Glow”), which included all of Lemon Glow’s assets, interests, property, and rights, including six-hundred-forty (640) acres of real estate (the “Property”) located in Lake County, California, outside of the Commercial Cannabis Cultivation Exclusion Zones.
As described in the Company’s Form 8-K filing produced this week, the Company filed a Current Report on Form 8-K on May 17 disclosing its Agreement and Plan of Merger (the “Merger Agreement”) by and between Carnaby Spot Bay Corp, a California corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Lemon Glow Company, a California corporation and Ryan Santiago (the “Shareholder Representative”) on May 12, 2021, pursuant to which, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub would merge with and into Lemon Glow, with Lemon Glow being the surviving corporation (the “Merger”).
The Company further disclosed that, on May 14, 2021, the closing of the Merger (the “Closing”) occurred in accordance with the terms of the Merger Agreement on May 14, 2021, and that the Merger was consummated on May 14, 2021 by the filing of a Certificate of Merger with the Secretary of State of the State of California, which was duly filed on May 14, 2021, at which time, the Merger became effective (the “Effective Time”).
Subsequently, on May 25, 2021, the Company filed an Amendment on Form 8-K/A (“Amendment No. 1”) to the Original Form 8-K to disclose that, on May 20, 2021, the Company received a notification from Secretary of State of the State of California stating that the Company’s May 14th Certificate of Merger filing had been rejected due to certain technical deficiencies in the filing. In response, the Company disclosed in Amendment No. 1 that on May 24, 2021, the parties to the Merger Agreement entered into an Amendment to the Merger Agreement, which contained certain immaterial amendments to the original Merger Agreement in response to the comments from the Secretary of State of California received by the Company in connection with its original Certificate of Merger filing on May 14, 2021. On May 25, 2021, the Company re-filed with the Secretary of State of California for the Closing of the Merger.
The Secretary of State of California accepted the filing, and as a result, the Effective Time of the Merger was May 25, 2021, and the Merger was effective as of that date.
The Original Form 8-K and Amendment No. 1 included neither the audited financial statements of Lemon Glow nor the pro-forma unaudited financial statements, as required under Item 9.01 of Form 8-K. This Amendment No. 2 on Form 8-K/A to the Original Form 8-K (“Amendment No. 2”) was filed this week to meet compliance standards and include the financial statement information required under Item 9.01 of Form 8-K in connection with the acquisition of Lemon Glow.
“We are pleased to report that we have been able to successfully comply with the requirements attached to this acquisition process,” remarked Jimmy Chan, Sugarmade CEO. “Lemon Glow is a pivotal asset in our verticalization process because it represents a large-scale outdoor cannabis cultivation opportunity. The annual potential cultivation yield at the Property has been approximated at 4,000 pounds of dry trimmed cannabis flower per acre per year, which represents approximately 128,000 pounds, or 64 tons, of dry trimmed cannabis flower per year in total. We also stand to benefit from this acquisition because we gain very valuable personnel, including Lemon Glow’s executive team, who will stay on and become core management in our cannabis cultivation, which positions Sugarmade’s grow segment with a top management team with over 30 years of cannabis cultivation experience.”
About Sugarmade, Inc.
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.
Lemon Glow is a development-stage company seeking to enter the marketplace for cannabis cultivation and cannabis products manufacturing, permitted under California law, on a 640-acre property in Lake County, 32 acres of which (the “Cultivation Site”) have been designated for outdoor cannabis cultivation. At the Cultivation Site, Lemon Glow primarily plans outdoor cultivation of various cannabis strains during the regular agricultural growing season, which runs from approximately May through November in its geographic region.
At this time, Lemon Glow is not operating any cannabis cultivation or manufacturing operations and is seeking final permitting to begin operations. Neither Sugarmade nor Lemon Glow have been issued any permits or licenses to cultivate cannabis at the Cultivation site. The process for the issuance of the required permits and licenses is ongoing, and while the management teams believe such permits and licenses will be issued, there can be no assurances. If permits and licenses are not issued, Lemon Glow will not be able to cultivate cannabis or manufacture cannabis products at the proposed site.
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.
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