SECURITIES AND EXCHANGE COMMISSION

  Washington, D.C. 20549  

 

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))

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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  

Exhibit No. Document Location
10.1 Amended Material Definitive Agreement Filed Herewith

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)

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