8-K

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

Registrant’s telephone number, including area code: (802) 540-0019

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))

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.