Current Report Filing (8-k)
February 08 2022 - 2:20PM
Edgar (US Regulatory)
0001078799
false
12/31
0001078799
2022-02-07
2022-02-07
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
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):
February 4, 2022
MARIJUANA COMPANY OF AMERICA, INC.
(Exact Name of Registrant as Specified in Charter)
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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)
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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Securities registered pursuant to Section 12(b) of the Act: None.
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.
Securities registered pursuant
to Section 12(g) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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MCOA
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None
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Item 3.03 Material Modification
to Rights of Security Holders.
(a) On February 4, 2022, the Registrant’s board
of directors pursuant to Article IV of its Articles of Incorporation, and Utah Corporations Code 16-10a-1002, unanimously passed a resolution
in a special meeting to amend the corporation’s articles to reduce the par value of the Registrant’s common stock from $0.001
per share to zero par value ($0.00) per share.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On February 4, 2022, a majority of the Registrant’s
shareholders, by written consent without the formality of a meeting, adopted a resolution to amend the Registrant’s articles of
incorporation to decrease the par value of its common stock from $0.001 to $0.000 per share. Prior to the amendment, the Company’s
common stock had a par value of $0.001.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number
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Description
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Location
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3.1
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Written Consent
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Filed Herewith
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20.1
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Board Resolution
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Filed Herewith
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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: February 8, 2022
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Name: Jesus M. Quintero
Title: Chief Executive Officer
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