Current Report Filing (8-k)
May 22 2019 - 06:01AM
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): May 19, 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)
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) On May 19, 2019, Marijuana Company
of America, Inc. (the “Registrant”) entered into an amendment to a material definitive agreement not made in the ordinary
course of its business, previously disclosed on Form 8-K filed on December 27, 2018. The parties to the agreement are the Registrant
and K&J Funds, LLC (“K&J”). With the exception of the entry into the amended 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 K&J, and any of its affiliates or control persons on the other hand.
(a)(2) The amendment corrected the definition
of “Purchase Price” as used in the agreement. The previous version of the investment agreement defined “Purchase
Price” as “ninety-four percent (94%) of the lowest daily VWAP (as defined herein) of the Common Stock during the Pricing
Period.” The amendment corrected the definition to state: “Purchase Price” shall mean eighty-eight percent (88%)
of the lowest daily VWAP (as defined herein) of the Common Stock during the Pricing Period.”
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 May 21, 2019
MARIJUANA COMPANY OF AMERICA, INC.
By: /s/
Donald Steinberg
Donald Steinberg
(Principal Executive Officer)
Marijuana Company of Ame... (PK) (USOTC:MCOA)
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