Filed pursuant to Rule
424(b)(3)
File No. 333-263293
TEUCRIUM WHEAT
FUND
Supplement dated May 20,
2022
to
Prospectus dated March 9, 2022 (as supplemented
March 23, 2022, March 29, 2022, and April 13,
2022)
This supplement updates the prospectus of the
Teucrium Wheat Fund dated March 9, 2022 (as supplemented March 23,
2022, March 29, 2022, and April 13, 2022) with the following
information. It should be read in its entirety and kept together
with your prospectus for future reference. Capitalized terms and
certain other terms used in this supplement, unless otherwise
defined in this supplement, have the meanings assigned to them in
the applicable prospectus.
1.
Effectively
immediately, the disclosure in the “Risks Associated with
Investing Directly or Indirectly in the Fund” section of the
Prospectus is supplemented to include the
following:
RISKS OF GOVERNMENT
REGULATION
The Financial Industry Regulatory Authority
(“FINRA”) issued a notice on March 8, 2022 seeking
comment on measures that could prevent or restrict investors from
buying a broad range of public securities and products designated
as “complex products” – which could include each
Exchange Traded Product offered by the Sponsor. The ultimate
impact, if any, of these measures remain unclear. However, if
regulations are adopted, they could, among other things, prevent or
restrict investors’ ability to buy the
Fund.
2.
Legal Matters. The Funds have updated
the following matters under the headed “Legal
Matters.”
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. The claims for declaratory
relief and for return of property have since been
dismissed.
On June 28, 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”).
The Court ordered Mr. Riker’s newly filed Delaware action
consolidated with the Gilbertie case. As a result, on
September 7, 2021, Dale Riker and Barbara Riker filed their answers
to the Gilbertie complaint,
and the claims in the Riker
case were re-filed as counterclaims in the Gilbertie case, along with claims by
Barbara Riker, 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 asserted
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 and
the individual plaintiffs/counterclaim-defendants moved to dismiss
the Rikers’ claims.
On April 6, 2022, the Court announced its
decision on the motion to dismiss in an oral ruling, which was
subsequently implemented in a written order dated April 18, 2022.
The Court dismissed all of the Rikers’ counterclaims, except
for a portion of one count alleging breach of contract against
Messrs. Gilbertie and Miller. All of the dismissals were with
prejudice, with the exception of the dismissal of Mr. Riker’s
claim against Mr. Gilbertie that sought specific performance of an
alleged agreement for Mr. Gilbertie to purchase Mr. Riker’s
equity in the Company. The Court dismissed that claim without
prejudice. On April 25, 2022, Mr. Riker filed a motion for
reconsideration of the Court’s dismissal of his derivative
claims for breach of contract against Mr. Gilbertie and for unjust
enrichment against Mr. Gilbertie, Mr. Miller, Mr. Kahler, and Ms.
Mullen-Rusin, both of which concern the Company’s advancement
of legal fees on behalf of those individuals. On May 11, 2022, the
Court denied Mr. Riker’s motion for reconsideration. On May
2, 2022, the Rikers filed an amended counterclaim, which reasserted
the claim against Mr. Gilbertie that the Court had dismissed
without prejudice.
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, the
Trust or the Fund, or any principal or affiliate of any of them.
This includes any actions pending, on appeal, concluded,
threatened, or otherwise known to them.
3.
As described
throughout the prospectus, in connection with orders to create and
redeem baskets, Authorized Purchasers will pay a transaction fee in
the amount of $300 per order, which previously was
$250.