Amended Current Report Filing (8-k/a)
September 13 2021 - 4:48PM
Edgar (US Regulatory)
0001078799
true
To include audited and pro forma finanicals
0001078799
2021-06-29
2021-06-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of earliest event reported):
September 13, 2021 (June 29, 2021)
MARIJUANA COMPANY OF AMERICA, INC.
(Exact Name of Registrant as Specified in Charter)
Utah
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000-27039
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98-1246221
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(State or jurisdiction of
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(Commission File
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(IRS Employer
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incorporation or organization)
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Number)
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Identification No.)
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633 W. 5th Street, Suite 2826
Los Angeles, California 90071
Telephone: (888) 777-4362
(Address and Telephone Number of Registrant’s
Principal
Executive Offices and Principal Place of Business)
Jesus M. Quintero
Marijuana Company of America, Inc.
633 W. 5th Street, Suite 2826
Los Angeles, California 90071
Telephone: (888) 777-4362
(Name, Address, and Telephone Number for Agent of Service)
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:
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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☐
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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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Unless otherwise provided in this Current Report on
Form 8-K, all references to “we,” “us,” “Company,” “our,” “Marijuana Company of
America,” “MCOA,” or the “Registrant” refer to the parent entity, Marijuana Company of America, Inc., a
Nevada corporation. Unless otherwise indicated in this Current Report on Form 8-K, all references to the Company’s board of directors
shall refer to the board of directors of Marijuana Company of America, Inc., a Nevada corporation.
Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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This Current Report on Form 8-K/A amends the Current Report on Form
8-K filed by Marijuana Company of America, Inc. (the “Corporation”) on July 1, 2021 (the “Initial Form 8-K”) to
include Item 9.01(a) Financial Statements of Business Acquired and Item 9.01(b) Pro Forma Financial Information, which were not previously
filed with the Initial Form 8-K and are permitted to be filed by amendment no later than 71 days after the date the Current Report on
Form 8-K reporting the cDistro Acquisition (as defined below) was required to be filed with the SEC. As reported on the Initial Form 8-K,
on June 29, 2021, the Corporation acquired the stock of cDistro Inc. (“cDistro”) from Beach Labs, Inc. (the “cDistro
Acquisition”).
The above description does not purport to be complete and is qualified
in its entirety by reference to the merger agreement and other agreements relating to the cDistro Acquisition, copies of which were filed
as exhibits to the Initial Form 8-K and are incorporated by reference into this Current Report. The required historical financial statements
of cDistro and the related pro forma financial information are contained herein under Item 9.01 of this Current Report.
Item 9.01 Financial Statement and Exhibits.
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(a)
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Financial Statements of Business Acquired.
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The audited financial statements of cDistro as of
and for the year ended December 31, 2020 and the unaudited financial statements of cDistro as of June 30, 2021 and for the six months
ended June 30, 2020 are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.
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(b)
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Pro Forma Financial Information.
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The unaudited pro forma combined statement of operations
for the year ended December 31, 2020 and the six months ended June 30, 2021 and are attached hereto as Exhibit 99.3.
The following exhibits are filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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MARIJUANA COMPANY OF AMERICA, INC.
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By: /s/ Jesus M. Quintero
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Date: September 13, 2021
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Name: Jesus M. Quintero
Title: Chief Executive Officer
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