As Filed With the Securities and
Exchange Commission on November 24, 2020
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
_____________________
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
_____________________
MARIJUANA COMPANY OF AMERICA,
INC.
(Exact name of registrant as
specified in its charter)
_____________________
Utah
(State or other jurisdiction
of
incorporation or organization)
|
1340 West Valley Parkway, Ste.
205
Escondido, CA 92029
|
98-1246221
(I.R.S. Employer
Identification
Number)
|
(Address, including zip code, of
Principal Executive Offices) |
_____________________
Marijuana Company of America,
Inc.
Equity Incentive
Plan
(Full title of the
plan)
_____________________
Registered Agents,
Inc.
401 Ryland Street, Ste.
200-A
Reno, NV 89502
Telephone: (775)
401-6800
(Name and address of agent for
service)
_____________________
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange
Act.
Large accelerated
filer [_] |
Accelerated filer [_] |
Non-accelerated filer [_] |
Smaller reporting
company [X] |
___________________________
CALCULATION OF REGISTRATION
FEE
Title of Securities to
be Registered |
Amount to be
Registered (1) |
Proposed Maximum
Offering Price
Per Share (2) |
Proposed Maximum
Aggregate
Offering Price (2) |
Amount of
Registration
Fee (2) |
Common Stock, $0.001 par
value |
228,560,371 shares |
$0.0014 |
$319,984.52 |
$34.91 |
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|
|
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(1) |
This
registration statement (this “Registration Statement”) is being
filed for purposes of registering 228,560,371 shares of common
stock of Marijuana Company of America, Inc. (the “Registrant”),
issuable pursuant to our Equity Incentive Plan, as the same may be
amended or restated (the “Equity Incentive Plan”). Pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the
“Securities Act”), this Registration Statement also covers an
indeterminate number of shares that may be offered or issued as a
result of stock splits, stock dividends, or similar
transactions. |
|
(2) |
Estimated in accordance with Rule 457(c) solely
for purposes of calculating the registration fee. The maximum price
per Security and the maximum aggregate offering price are based on
the average of the $0.002 (high)
and $0.0017 (low) sale price of the Registrant's as
reported on the OTC Markets on November 20, 2020, which date is
within five business days prior to filing this Registration
Statement. |
This Registration Statement shall
become effective upon filing in accordance with Rule 462(a) under
the Securities Act.
INTRODUCTION
Pursuant to General Instruction E of
Form S-8, the Registrant is filing this Registration Statement with
respect to the issuance of 228,560,371 shares of its common stock,
$0.001 par value per share (the “Common Stock”), under the
Registrant’s Equity Incentive Plan.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan
Information.
The documents containing the
information specified in Part I of Form S-8 will be sent or given
to the individuals who participate in the Equity Incentive Plan in
accordance with Rule 428(b)(1) of the Securities Act. Such
documents are not required to be, and are not, filed with the
Securities and Exchange Commission (the “Commission”), either as
part of this Registration Statement or as a prospectus or
prospectus supplement pursuant to Rule 424 of the Securities Act,
but constitute (along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and
Employee Plan Annual Information.
Upon written or oral request, any of
the documents incorporated by reference in Item 3 of Part II of
this Registration Statement (which documents are incorporated by
reference in the Section 10(a) prospectus), other documents
required to be delivered to eligible employees pursuant to Rule
428(b) or additional information about the Registrant’s Equity
Incentive Plan are available without charge by contacting:
Secretary, Marijuana Company of America, Inc., 1340 West Valley
Parkway, Ste. 205, Escondido, California 92029 or by calling (888)
777-4362.
PART II
INFORMATION REQUIRED IN
REGISTRATION STATEMENT
Item 3. Incorporation of Documents
by Reference.
The following documents which have
been filed (other than filings or portions of filings that are
furnished under applicable SEC rules rather than filed) by the
Registrant with the Commission pursuant to the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), are incorporated by
reference herein and shall be deemed to be a part
hereof:
(a) The
Registrant’s Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2019, filed with the Commission on June 24,
2020;
(b) All
current and periodic reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Exchange Act since May 23, 2017;
and
(d) The
description of the Registrant’s Common Stock contained in the
Registrant’s registration statement on Form 10-12g filed with the
Commission on May 23, 2017, including any amendments thereto or
reports filed for the purpose of updating such
description.
In addition, all documents
subsequently filed (other than filings or portions of filings that
are furnished under applicable Commission rules rather than filed)
by the Registrant with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement, which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and
made a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as “Incorporated Documents”).
Any statement contained in an
Incorporated Document shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Under no circumstances will any
information filed under current Item 2.02 or 7.01 of Form 8-K be
deemed incorporated herein by reference unless such Form 8-K
expressly provides to the contrary.
Item 4. Description of
Securities.
Not applicable.
Item 5. Interests of Named Experts
and Counsel.
Not applicable.
Item 6. Indemnification of
Directors and Officers.
Utah Statutes
Except as otherwise provided in the
Utah Revised Business Corporation Act (URBCA), a corporation may
indemnify an individual made a party to a proceeding because the
individual is or was a director of the corporation against
liability incurred in the proceeding if:
• |
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His
conduct was in good faith. |
• |
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He
reasonably believed that his conduct was in, or not opposed to, the
corporation’s best interests. |
• |
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In
the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful. |
However, a corporation may not
indemnify a director in connection with either:
• |
|
A
proceeding by or in the right of the corporation in which the
director was determined to be liable to the
corporation. |
• |
|
Any
other proceeding charging that the director derived an improper
personal benefit (whether or not the proceeding involved action in
the director’s official capacity), in which proceeding the
director was determined to be liable on the basis that the
director derived an improper personal benefit. |
A corporation may pay for or
reimburse reasonable expenses incurred by a director who is a party
to a proceeding in advance of a final disposition if:
• |
|
The
director furnishes the corporation a written affirmation of his
good faith belief that he has met the applicable standard of
conduct described in Section 16-10a-902 of the Utah
Code. |
• |
|
The
director furnishes to the corporation a written undertaking,
executed personally or on his behalf, to repay the advance if it
is ultimately determined that he did not meet the standard of
conduct. |
• |
|
A
determination is made that the facts then known to those making the
determination would not preclude indemnification. |
A corporation must indemnify a
director who was successful in the defense of any proceeding or
claim to which the director was a party because of the director’s
status as a director of the corporation against reasonable expenses
incurred in defending the proceeding or claim for which the
director was successful.
Unless a corporation’s articles of
incorporation provide otherwise:
• |
|
An
officer of a corporation is entitled to mandatory indemnification
to the same extent as a director of the corporation. |
• |
|
A
corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent of the corporation to the same
extent as to a director. |
• |
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A
corporation may indemnify and advance expenses to an officer,
employee, fiduciary, or agent who is not a director to a greater
extent than to a director. However, this must be consistent with
public policy and provided for in the corporation’s articles of
incorporation, bylaws, action of its board of directors, or
contract. |
Company Articles and By
Laws.
Article III, Section 6 of the
Company’s By Laws provides that The Corporation shall have power to
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the
Corporation) by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including attorney fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a
presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the Corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
The Corporation shall have the power
to indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in
its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust
or other enterprise against expenses (including attorney fees)
actually and reasonably incurred by him in connection with the
defense or settlement of such action or suit if he acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the
court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view
of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the court
shall deem proper.
Any indemnification under the
provisions of subsection (a) or (b) of this section (unless ordered
by a court) shall be made by the Corporation only as authorized in
the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances
because he has met the applicable standard of conduct set forth
above. Such determination shall be made: (1) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceedings; (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion; or (3) by the shareholders.
Expenses incurred by an officer or
director in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay
such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the Corporation as authorized by the
provisions of this section. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions,
if any, as the Board of Directors deems appropriate.
For purposes of this indemnity,
references to "the corporation" shall include, in addition to the
resulting corporation, any constituent corporation, including any
constituent of a constituent, absorbed in a consolidation or merger
which, if its separate existence had continued, would have had
power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director,
officer, employee or agent of such constituent corporation, or is
or was sewing at the request of such constituent corporation, as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of this section with
respect to the resulting or surviving corporation as he would have
with respect to such constituent corporation if its separate
existence had continued.
Item 7. Exemption from
Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number
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Description of Exhibit
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3(i)
Articles of Incorporation (incorporated herein by reference from
Form 10-12g filed May 23, 2017).
3(i)(a)
Amendment to Articles, February, 2009, (incorporated herein by
reference from Form 10-12g filed May 23, 2017).
3(i)(b) Amendment to Articles, July, 2013,
(incorporated herein by reference from Form 10-12g filed May 23,
2017).
3(i)(c) Amendment to Articles, August, 2015,
(incorporated herein by reference from Form 10-12g filed May 23,
2017).
3(i)(d) Amendment to Articles, September, 2015,
(incorporated herein by reference from Form 10-12g filed May 23,
2017).
3(i)(e) By Laws, (incorporated herein by
reference from Form 10-12g filed May 23, 2017).
4 Equity Incentive Plan (incorporated herein by
reference from Form 10-12g/A filed September 12,
2017).
5.1 Legal Opinion of
Mailander Law Office, Inc.*
23.1 Consent of
Independent Registered Public Accounting Firm.*
23.2 Consent of
Mailander Law Office, Inc. (included in its opinion filed as
Exhibit 5.1 in this Registration Statement).
* Filed herewith
Item 9.
Undertakings.
(a) Subsequent
Disclosure
The undersigned registrant hereby
undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the
effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement;
(iii) To
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.
Provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) shall not apply if the information
required to be included in a post-effective amendment by these
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(b) Incorporation
by Reference
The undersigned registrant hereby
undertakes that, for purposes of determining any liability under
the Securities Act, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Exchange Act), that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) Commission
Position on Indemnification
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to
directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the registrant certifies that
it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Escondido,
State of California, on November 24, 2020.
MARIJUANA COMPANY OF AMERICA,
INC.
By: /s/ Jesus
Quintero
Jesus Quintero
Chief Executive Officer
Chief Financial Officer
Pursuant to the requirements of the
Securities Act of 1933, as amended, this registration statement has
been signed by the following persons in the capacities and on the
dates indicated.
Signature
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Title
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Date
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/s/ Jesus Quintero
Jesus Quintero
|
Director, Chairman of the Board, CEO,
CFO (Principal Executive Officer, Principal Accounting
Officer)
|
November 24, 2020 |
/s/ Edward Manolos
Edward Manolos
|
Director |
November 24, 2020 |
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/s/Themistocles
Psomiadis
Themistocles Psomiadis
|
Director |
November 24, 2020 |
/s/Marco Antonio
Guerrero
Marco Antonio Guerrero
|
Director
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November 24, 2020
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