Filed
pursuant to Rule 424(b)(3)
File No.
333-248546
File No.
333-248545
File No.
333-241569
File No.
333-230623
File No.
333-254650
TEUCRIUM CORN
FUND
TEUCRIUM SUGAR
FUND
TEUCRIUM SOYBEAN
FUND
TEUCRIUM WHEAT
FUND
TEUCRIUM
AGRICULTURAL FUND
Supplement
dated September 13, 2021
to
Prospectus
dated May 1, 2021 (as supplemented July 6,
2021)
This
supplement updates the prospectuses dated May 1, 2021 (as
supplemented July 6, 2021) of the Teucrium Corn Fund, Teucrium
Sugar Fund, Teucrium Soybean Fund, Teucrium Wheat Fund, and
Teucrium Agricultural Fund (each, a “Fund”, and
together, the “Funds”), with the following information.
It should be read in its entirety and kept together with your
prospectuses for future reference.
Legal
Matters. The following information replaces the
“Litigation and
Claims” section in each prospectus that appears under
the caption “Legal
Matters” and supersedes the supplement to each
Fund’s prospectus dated July 6, 2021.
Litigation and
Claims
On
November 30, 2020, certain officers and members of Teucrium
Trading, LLC (the “Sponsor”), along with the Sponsor,
filed a Verified Complaint (as amended through the Amended Verified
Complaint filed on February 18, 2021) (the “Gilbertie
complaint”) in the Delaware Court of Chancery, C.A. No.
2020-1018-AGB. The Gilbertie complaint asserts various
claims against Dale Riker, the Sponsor’s former Chief
Executive Officer and Barbara Riker, the Sponsor’s former
Chief Financial Officer and Chief Compliance Officer. Sal Gilbertie v. Dale
Riker, et
al., C.A. No. 2020-1018-AGB (Del. Ch.)
(the “Gilbertie case”)
Among
other things, the Gilbertie complaint responded to and addressed
certain allegations that Mr. Riker had made in a draft complaint
that he threatened to file (and subsequently did file) in New York
Supreme Court. See
Dale Riker v. Sal Gilbertie, et
al., No. 656794-2020 (N.Y. Sup. Ct.). On April 22, 2021, the
Supreme Court of the State of New York, New York County dismissed
Mr. Riker’s 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).
The
Gilbertie complaint asserts claims for a declaration concerning the
effects of the final order and judgment in an earlier books and
records action; for a declaration concerning Mr. Riker’s
allegation that Mr. Gilbertie had entered into an agreement to
purchase Mr. Riker’s equity in the Sponsor; for an order
compelling the return of property from Mr. Riker; for a declaration
concerning Mr. Riker’s allegations that the Sponsor and
certain of the plaintiffs had improperly removed him as an officer
and caused purportedly false financial information to be published;
for breach of Ms. Riker’s separation agreement with the
Sponsor; for tortious interference by Mr. Riker with Ms.
Riker’s separation agreement; for a declaration concerning
the releases that had been provided to Ms. Riker through her
separation agreement; for breach of the Sponsor’s Operating
Agreement by Mr. Riker; and for breach of fiduciary duty by Mr.
Riker.
On June
29, 2021, Dale Riker, individually and derivatively on behalf of
the Sponsor, filed a new suit in the Court of Chancery of the State
of Delaware against the Sponsor’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. (the “Riker case”). On September
7, 2021, Dale Riker and Barbara Riker filed their answers to
the Gilbertie complaint. As
a result of the Court having ordered the consolidation of the
Gilbertie case and Riker case, the claims in the Riker case were re-filed as
counterclaims in the Gilbertie case, which accompanied the
Rikers’ answers. The now-consolidated Gilbertie case and the Riker case 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.
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.
Except as described
above, within the past 10 years of the date of this prospectus,
there have been no material administrative, civil or criminal
actions against the Sponsor, any of the Funds, or Teucrium Commodity Trust (of which each
Fund is a separate portfolio), or any principal or affiliate of any
of them. This includes any actions pending, on appeal,
concluded, threatened, or otherwise known to
them.