AND EXCHANGE COMMISSION
Pursuant to Section
13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 31, 2019
MARIJUANA COMPANY OF AMERICA, INC.
Name of Registrant as Specified in its Charter)
(State or other jurisdiction
Commission File Number
1340 West Valley Parkway Suite #205
Escondido, California 92029
(Address of Principal Executive Offices
and Zip Code)
(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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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).
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 8 - Other Events
Item 8.01 Other Events.
On July 3, 2018, the Company filed Form
8-K disclosing the July 1, 2019 special meeting of the stockholders holding a majority of the shares eligible to vote, and their
approval by written consent of an amendment to the Company’s articles of incorporation to affect a sixty for one reverse
stock split of the Company’s issued and outstanding common stock. The reverse stock split affects all issued and outstanding
shares of the Company’s common stock. The par value of the Company’s common stock will remain unchanged at $0.001 per
share after the reverse stock split. The reverse stock split does not affect the Company’s authorized or issued preferred
stock. The reverse stock split affects all common stockholders uniformly and will not alter any common stockholder’s percentage
interest in the Company’s equity. No fractional shares will be issued in connection with the reverse split. Common stockholders
who would otherwise be entitled to receive a fractional share will instead receive one additional share.
The Company estimated a market effective
date for the reverse split of 12:01 a.m., Eastern Time, on July 31, 2019. The Company expected, subject to approval of the corporate
action by FINRA, that upon the opening of trading on August 1, 2019, its common stock will trade on a split-adjusted basis under
the current trading symbol “MCOA” and with a new CUSIP number.
The Company today will file its
Form 14C Preliminary Information Statement with the Commission disclosing the reverse stock split, and is in the process of
completing FINRA’s review of the corporate action. As such, the Company released the attached press release today, and
wishes to inform the public that the corporate action to affect the sixty for one reverse stock split will not occur today,
as was previously disclosed, and is instead pending completion of FINRA and SEC review, filing of the Certificate of
Amendment with the Utah Secretary of State, and mailing the Form 14C Information Statement to its stockholders of record as
of July 1, 2019 eligible to receive notice. The Company will advise the public concerning the effective date in press
releases and updates to this Form 8-K.
Section 9 – Financial Statement
Item 9.01 Financial Statements and
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 July 31, 2019
MARIJUANA COMPANY OF AMERICA, INC.
(Principal Executive Officer)