Current Report Filing (8-k)
April 17 2019 - 6:07AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
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): March 15, 2019
MARIJUANA COMPANY OF AMERICA, INC.
(Exact
Name of Registrant as Specified in its Charter)
Utah
(State or other jurisdiction
of incorporation
or organization)
|
Commission File Number
000-27039
|
98-1246221
(I.R.S. Employer
Identification Number)
|
1340 West Valley Parkway Suite #205
Escondido, California 92029
(Address of Principal Executive Offices
and Zip Code)
(888) 777-4362
(Issuer's telephone number)
(Former Name or Former Address, if Changed
Since Last Report)
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:
¨
Written
communications 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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
☒
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☒
Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
(a)(1) Marijuana Company of America,
Inc. (the “Registrant”) entered into a material definitive agreement not made in the ordinary course of its business
on April 15, 2019. The parties to the agreement are the Registrant and Natural Plant Extract of California, Inc., a California
corporation, and its wholly owned subsidiaries, Green Ethos LLC, Northern Lights Distribution LLC, and, Block Chain 420 LLC, all
California limited liability companies (collectively, “NPE”). With the exception of the entry into the subject material
definitive agreement, no material relationship exists between the Registrant, or any of the Registrant’s affiliates or control
persons on the one hand, and NPE, and any of its affiliates or control persons on the other hand.
(a)(2) Pursuant to the material definitive
agreement, the Registrant agreed to acquire twenty percent (equal to 200,000) of NPE’s authorized shares in exchange for
Registrant’s payment of two million dollars and 70,422,535 shares of Registrant’s restricted common stock. The Registrant’s
payment obligations are governed by a stock purchase agreement which requires the Registrant to the following payment schedule:
a. Deposit of $350,000 within
5 days of the execution of the material definitive agreement;
b. Deposit
of $250,000 payable within 30 days;
c. Deposit
of $400,000 within 60 days;
d. Deposit
of $500,000 within 75 days;
e. Deposit
of $500,000 within 90 days
The Registrant made its initial deposit
pursuant to this schedule.
The Registrant and NPE agreed to form
a joint venture incorporated in California under the name “Viva Buds, Inc.” (“Viva Buds”) for the purpose
of operating a California licensed cannabis distribution business pursuant to California law legalizing cannabis for recreational
and medicinal use.
Section 9 – Financial Statement
and Exhibits
Item 9.01 Financial Statements and
Exhibits
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.
Dated April 16, 2019
MARIJUANA COMPANY OF AMERICA, INC.
By: /s/
Donald Steinberg
Donald Steinberg
(Principal Executive Officer)
Marijuana Company of Ame... (CE) (USOTC:MCOA)
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