UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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): September 13, 2021
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Teucrium
Commodity Trust
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(Exact name of registrant as specified in
its charter)
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Delaware
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001-34765
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61-1604335
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(State or other jurisdictionof
incorporation)
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(Commission File
Number)
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(I.R.S. EmployerIdentification
No.)
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Three Main
Street, Suite 215
Burlington, VT
05401
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(Address of principal executive offices)
(Zip Code)
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Registrant’s telephone number,
including area code: (802)
540-0019
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N/A
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(Former name or former address, if changed
since last report)
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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 communication
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))
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Item 8.01.
Other Events.
On
December 9, 2020, Teucrium Trading, LLC, the sponsor to Teucrium
Commodity Trust (“Teucrium” or the
“Sponsor”),
filed a Form 8-K (the “December 8-K”) providing
information about certain legal proceedings,
namely, Sal Gilbertie v. Dale
Riker, et
al., C.A. No. 2020-1018-AGB (Del. Ch.) (“Gilbertie Case”)
and Dale Riker v. Sal
Gilbertie, et al., No. 656794-2020 (N.Y. Sup. Ct.)
(“Riker Case 1”). Please see the December
8-K for additional information about these legal
proceedings.
With
respect to Riker Case 1, on
April 22, 2021, the Supreme Court of the State of New York, New
York County dismissed the case without prejudice to the case being
refiled after the conclusion of the Gilbertie Case in Delaware
Chancery Court. See Dale Riker, et al. v. Teucrium Trading, LLC et
al, Decision + Order on Motions, No. 6567943-2020 (N.Y.
Sup. Ct) (Apr. 22, 2021).
On June
29, 2021, Dale Riker, individually and derivatively on behalf of
the Sponsor, filed suit in the Court of Chancery of the State of
Delaware against Teucrium’s officers and certain of the
Sponsor’s Class A Members. See Dale Riker v. Salvatore Gilbertie et
al., C.A. No. 2021-0561-LWW. (Riker Case
2”).
On
September 7, 2021, Dale Riker and Barbara Riker (the former CFO and
CCO of the Sponsor) filed their answers to the Gilbertie Case. As a
result of the Court having ordered the consolidation of the
Gilbertie Case and
Riker Case 2, the claims in
Riker Case 2 were re-filed
as counterclaims in the Gilbertie Case, which accompanied the
Rikers’ answer. Through their counterclaims, the Rikers added
claims by Barbara Riker that did not appear in the Riker Case 2. The now-consolidated
Gilbertie Case and the
Riker Case 1 is captioned
“Sal Gilbertie, Cory Mullen-Rusin, Steve Kahler, Carl Miller
III, and Teucrium Trading LLC v. Dale Riker and Barbara
Riker,” C.A. No. 2020-1018-LWW (“Gilbertie-Riker Case”). Through
their counterclaims, the Rikers assert direct and derivative claims
for breach of fiduciary duty, breach of contract, declaratory
relief, specific performance, unjust enrichment, fraud, and
conspiracy to commit fraud.
The
Sponsor intends to pursue its claims and defend vigorously against
the Rikers’ counterclaims in
Delaware.
Cautionary Note Regarding
Forward-Looking Statements
This Current
Report on Form 8-K includes forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995,
including statements about the Sponsor’s expectations
regarding its outstanding legal proceedings. All forward-looking
statements reflect the Sponsor’s present expectations
regarding future events and are subject to known and unknown risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in or implied by these
statements, including, among others, risks and uncertainties
related to the timing, progression, outcome and costs of theselegal
proceedings, as well as other risks inherent in all legal
proceedings. Given these risks, uncertainties and other important
factors, you should not place undue reliance on any forward-looking
statements the Sponsor makes. The forward-looking statements in
this report represent the Sponsor’s expectations and
assumptions only as of the date made, and except as required by
law, the Sponsor undertakes no obligation to revise or update any
forward-looking statements for any
reason.
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.
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Teucrium Commodity
Trust
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By:
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Teucrium Trading, LLC, its
sponsor
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Date: September 13,
2021
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By:
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/s/Sal Gilbertie
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Name: Sal Gilbertie
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Title: Chief Executive
Officer
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