MCOA Marijuana Company of America Inc (PK)

Item 1.02 Termination of a Material Definitive Agreement.

(a)(1) On October 10, 2017, Marijuana Company of America, Inc. (the “Registrant”) entered into a “Settlement and Mutual Release of All Claims Agreement” (“Agreement”) with Tangiers Global, LLC (“Tangiers”) terminating the Registrant’s previously announced material definitive agreement with Tangiers reported on Form 8-K on July 31, 2017. The parties to the Agreement are the Registrant and Tangiers Global, LLC, (“Tangiers”). With the exception of the entry into the previously disclosed 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 Tangiers, and any of its affiliates or control persons on the other hand.

(a)(2)(3) The Agreement terminated an Investment Agreement between the Registrant and Tangiers, wherein Tangiers previously agreed to invest up to five million dollars ($5,000,000) to purchase the Registrant’s Common Stock, par value $0.001 per share, based upon an exemption from registration provided under Section 4(a)(2) of the 1933 Securities Act, and Section 506 of Regulation D promulgated thereunder. Further, the Agreement, terminated a Registration Rights Agreement entered into between the Registrant and Tangiers, which was an inducement to Tangiers to execute and deliver the Investment Agreement, whereby the Registrant agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of Common Stock issuable for Tangiers’s investment pursuant to the Investment Agreement.

Further, the Agreement settled two outstanding fixed convertible promissory notes the Registrant executed in favor of Tangiers: one in the amount of two hundred and fifty thousand dollars ($250,000.00), of which Tangiers had advanced eighty-five thousand dollars ($85,000.00) to the Registrant, with total principal and interest due in the amount of ninety-three thousand, five hundred dollars ($93,500.00); and one in the amount of fifty thousand dollars ($50,000.00), with total principal and interest due in the amount of fifty-five thousand dollars ($55,000.00).

(a)(4) The Agreement further provided that in order to affect a prepayment of the fixed convertible promissory note in the amount of two hundred and fifty thousand dollars ($250,000.00), the Registrant agreed to pay a prepayment penalty of eighteen thousand, five hundred dollars ($18,500.00), resulting in a total payable on this note in the amount of one hundred and twelve thousand, two hundred dollars ($112,200.00).

The Registrant agreed to settle the notes by paying Tangiers one hundred and sixty-seven thousand, two hundred dollars ($167,200.00) and issuing Tangiers three million shares of the Registrant’s restricted common stock. The Registrant and Tangiers agreed to mutual releases of all claims.