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): ~~January~~February 3121, 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.)

750 Royal Oaks Dr., Suite 108 Monrovia, CA		91016
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 57.~~02.~~01 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Disclosure.

On ~~January~~February 3123, 2023, ~~the Board of Directors (the “Board”) of~~ Sugarmade, Inc. (the “Company”) ~~increased~~issued ~~the~~a ~~size of~~press ~~the~~release ~~Board~~discussing ~~from~~certain ~~two~~business todevelopments. ~~three~~A ~~persons~~copy of ~~and~~this ~~appointed~~press ~~Jamie~~release ~~Steigerwald~~is asattached ahereto ~~member~~as ofExhibit ~~the~~99.1 ~~Board~~and toincorporated ~~fill~~herein ~~the vacancy created~~ by ~~the increase of the size of the Board~~reference. The ~~Board~~information ~~also~~contained ~~appointed~~in ~~Mr.~~the ~~Steigerwald~~website is asnot ~~the~~a ~~Company’s~~part ~~Chief~~of ~~Operating~~this ~~Officer~~Current Report on ~~January~~Form ~~31, 2023~~8-K.

~~Mr.~~The ~~Steigerwald,~~information ~~age~~included ~~51,~~in isItem ~~a seasoned entrepreneur with three decades of experience~~7.01 Heto ~~joined~~this ~~Nug~~Current ~~Avenue~~Report ason ~~its~~Form ~~Chief~~8-K ~~Marketing~~shall ~~Officer in~~not ~~January~~be ~~2021~~deemed ~~and~~to ~~played~~be a“filed” ~~key~~for ~~role~~purposes inof ~~Nug~~Section 18 ~~Avenue’s~~of ~~growth during~~ the ~~COVID~~Securities ~~pandemic.~~Exchange InAct ~~February~~of ~~2022~~1934, ~~Jamie was appointed~~ as ~~the~~ ~~Company’s~~amended ~~General Manager. Before entering~~ (the ~~cannabis~~“Exchange ~~industry~~Act”), ~~Mr.~~or ~~Steigerwald~~otherwise ~~worked~~subject into the ~~real~~liabilities ~~estate~~of ~~and mortgage sector,~~that ~~eventually starting his own mortgage brokerage in 2003. However~~section, ~~following~~nor ~~the~~shall ~~2008~~such ~~mortgage~~information ~~crisis,~~be hedeemed ~~shifted~~incorporated ~~his~~by ~~focus~~reference toin ~~consulting and~~any ~~became~~filing aunder ~~principal~~the inSecurities ~~various~~Act ~~industries,~~of ~~specializing in marketing~~1933, ~~sales,~~as ~~and operations. Since July 2012~~amended, ~~Mr. Steigerwald has~~or ~~owned~~the ~~SwiftLead,~~Exchange ~~Inc.~~Act, aexcept ~~sales,~~as ~~business~~shall ~~operations~~be ~~and~~expressly ~~marketing~~set ~~consulting~~forth ~~firm.~~by ~~From~~specific ~~July~~reference ~~2017~~in tosuch ~~March~~a ~~2020,~~filing. heThe ~~owned~~information ~~3JE,~~set ~~Inc., an~~forth ~~AT&T~~under ~~Direct~~this Item TV7.01 ~~and~~shall ~~cell~~not ~~phone~~be ~~reseller,~~deemed ~~and~~an ~~from~~admission ~~February~~as ~~2019~~ to ~~December~~the ~~2019,~~materiality heof ~~owned~~any ~~ESSRW,~~information ~~Inc.,~~in anthis ~~equestrian~~Current ~~equipment manufacturer~~Report ~~and~~on ~~repairer~~Form 8-K.

OnItem ~~January 31, 2023, the Company entered into an Executive Employment Agreement (the “Agreement”), by and between the Company and Mr~~8. ~~Steigerwald~~01. ~~The~~Other ~~term of the Agreement will continue from year to year, with automatic renewal, unless terminated earlier pursuant to the terms of the Agreement~~Events.

InOn ~~exchange~~February ~~for~~21, ~~his~~2023, ~~services~~Sugarmade, Inc. (the “Company”) ~~agreed~~entered tointo ~~pay~~a ~~Mr.~~letter ~~Steigerwald~~of anintent ~~annual~~(the ~~base~~“LOI”) ~~salary~~by ~~of $60,000~~ and ~~a sign-up bonus of 250,000~~between ~~shares~~the ofCompany ~~Series~~and Bboth ~~preferred~~Treasure ~~stock,~~Mountain ~~with~~Holdings a(“Treasure ~~market~~Mountain”) ~~value~~and ofVictorville ~~approximately~~Treasure ~~$50~~Holdings (“Victorville”),~~000~~ both asreal ofestate ~~the date hereof~~owners. InUnder ~~lieu~~the ofterms ~~payment~~ of ~~Mr.~~the ~~Steigerwald’s base salary~~LOI, ~~Mr.~~the ~~Steigerwald~~Company ~~may~~and ~~convert~~the ~~any~~sellers oragreed ~~all~~to ~~unpaid~~enter ~~base~~into ~~salary~~an ~~due~~acquisition ~~and~~agreement ~~owing~~pursuant to ~~into~~which ~~shares of~~ the Company’s ~~common~~would ~~stock at~~acquire ~~any~~the ~~time.~~two ~~Mr.~~entities ~~Steigerwald~~in isexchange ~~also~~for ~~eligible~~a tocombination ~~receive~~of ancash ~~annual bonus in the sole~~ and ~~absolute~~equity. ~~discretion~~The result of the ~~Board.~~proposed ~~Also, Mr.~~transactions ~~Steigerwald~~would isbe ~~eligible~~the tocreation ~~receive~~of a ~~bonus~~legacy ~~for~~OTC ~~acquisitions~~company ofengaged ~~entities~~in ~~related~~legal tocannabis ~~the~~activities ~~Company’s~~and ~~business.~~a ~~The~~new, ~~Board~~potentially ~~has~~NASDAQ ~~established~~listed company involved ain ~~target~~hospitality, ofentertainment, 5%and tomultimedia ~~15%~~flex-makerspace ofoperations, ~~the~~not ~~acquisition~~associated ~~value~~with cannabis.

The ~~Agreement~~purchase ~~may~~price beof ~~terminated by either~~ the ~~Company~~two orentities ~~Mr.~~would ~~Steigerwald~~aggregate atto ~~any~~$70,000,000, ~~time~~payable ~~and~~in ~~for~~cash, ~~any~~the ~~reason~~assumption ~~with~~of atexisting ~~least~~mortgages 30and ~~days’ advance~~issuance ~~written~~of ~~notice~~equity. ~~Upon termination, Mr. Steigerwald will be entitled to certain compensation as described in the Agreement.~~

IfWithin ~~Mr.~~the ~~Steigerwald’s~~ensuing ~~employment~~60-day isLOI ~~terminated~~period, by the ~~Company~~parties ~~for~~will ~~Cause~~explore ~~(as defined in~~ the ~~Agreement)~~best ordeployment byof ~~Mr.~~these ~~Steigerwald~~acquired ~~without Good~~assets, ~~Reason~~examine ~~(as~~the ~~defined~~auditability inof the to-be-acquired ~~Agreement)~~entities, ~~Mr.~~and ~~Steigerwald~~commence ~~will~~the beengagement ~~entitled~~of tolawyers, ~~receive~~auditors ~~(collectively~~and ~~referred~~investment bankers to assupport ~~the~~this ~~“Accrued Amounts”):~~project.

The Company ~~(i)~~has ~~any~~agreed ~~accrued~~to ~~but~~a ~~unpaid~~commitment ~~base~~fee ~~salary~~of ~~and~~$500,000, ~~accrued~~payable ~~but~~in ~~unused~~the ~~vacation;~~form of 2,500,000,000 restricted shares, once the LOI remains uncancelled at the conclusion of the Due Diligence Period.

~~(ii)~~A ~~any~~definitive ~~earned~~agreement ~~but~~will ~~unpaid~~follow ~~annual~~upon ~~bonus~~satisfaction asof ~~provided~~the incontingencies, but the ~~Agreement;~~parties ~~provided~~acknowledge that, ifthere Mris the possibility that the conditions may not be met. ~~Steigerwald’s~~The ~~employment~~Parties ismutually ~~terminated~~agreed by that the ~~Company~~LOI would be valid for ~~Cause~~a period of sixty (60) days from the date of signing, ~~then~~which ~~any~~was ~~such~~February ~~accrued~~21, ~~but~~2023, ~~unpaid~~after ~~annual~~which ~~bonus~~the ~~will~~terms of the LOI would no longer be ~~forfeited;~~valid. Therefore, the LOI would expire on April 23, 2023, unless amended to extend the term of the LOI.

~~(iii)~~Item ~~reimbursement for unreimbursed business expenses properly incurred by Mr~~9.01 ~~Steigerwald;~~Financial Statements and Exhibits

(iv) such employee benefits (including equity compensation), if any, to which Mr. Steigerwald may be entitled under the Company’s employee benefit plans pro rata as of the termination date; provided that, in no event shall Mr. Steigerwald be entitled to any payments in the nature of severance or termination payments except as specifically provided in the Agreement.

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)

Mr. Steigerwald’s employment may be terminated on account of the Company’s failure to renew the Agreement as provided therein; by Mr. Steigerwald for Good Reason; or by the Company without Cause. In the event of such termination, Mr. Steigerwald will be entitled to receive the Accrued Amounts and, subject to the terms of the Agreement, a lump sum payment equal to one year of Mr. Steigerwald’s base salary and target bonus for the year in which the termination date occurs.

If Mr. Steigerwald’s employment is terminated on account of Mr. Steigerwald’s death or Disability (as defined in the Agreement), Mr. Steigerwald (or Mr. Steigerwald’s estate and/or beneficiaries, as the case may be) will be entitled to receive (i) the Accrued Amounts; and (ii) a lump sum payment equal to the pro-rata bonus/annual bonus, if any, that Mr. Steigerwald would have earned for the fiscal year in which the termination date occurs based on the achievement of applicable performance goals for such year.

If Mr. Steigerwald’s employment is terminated by Mr. Steigerwald for Good Reason or by the Company on account of its failure to renew the Agreement as provided in the Agreement, or without Cause (other than on account of Mr. Steigerwald’s death or Disability), in each case within 24 months following a Change in Control (as defined in the Agreement), Mr. Steigerwald will be entitled to receive the Accrued Amounts and, subject to the terms of the Agreement, the following: (i) a lump sum payment equal to two times the sum of Mr. Steigerwald’s base salary and target bonus for the year in which the termination date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs); and, (ii) a lump sum payment equal to Mr. Steigerwald’s target bonus for the fiscal year in which the termination date occurs (or if greater, the year in which the Change in Control occurs).

Notwithstanding the terms of any equity incentive plan or award agreements, as applicable:

(i) all outstanding unvested stock options or stock appreciation rights granted to Mr. Steigerwald during the term of the Agreement will become fully vested and exercisable for the remainder of their full term;

(ii) all outstanding equity-based compensation awards other than stock options or stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”), will become fully vested and the restrictions thereon will lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect; and,

(iii) all outstanding equity-based compensation awards other than stock options and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code will remain outstanding and will vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

The Employment Agreement contains customary representations and warranties.

The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement, dated January 31, 2023, by and between the registrant and Jamie Steigerwald.
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 13, 2023	By:	/s/ Jimmy Chan
Date: February 23, 2023	By:	/s/ Jimmy Chan
	Name:	Jimmy Chan
	Title:	Chief Executive Officer and Chief Financial Officer

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