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): April 27, 2021

 

Marijuana Company of America, Inc.

(Name of registrant in its charter)

 

Utah   000-27039   98-1246221
(State or jurisdiction of   (Commission File   (IRS Employer
incorporation or organization)   Number)   Identification No.) 

 

1340 West Valley Parkway, Suite #205

Escondido, California 92029

(Address of principal executive offices)

 

(888) 777-4362

(Registrant’s telephone number)

 

N/A

(Former name or former address, if changed since last report)

 

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 (See General Instructions A.2 below):

 

  ☐ 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))

 

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. ☒

 

 

 
 
 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Amendment to Executive Employment Agreement

 

Effective as of April 22, 2021, the Board of Directors of Marijuana Company of America, Inc. (the “Company”) approved an increase in the cash portion of the compensation payable to Jesus Quintero, the Company’s Chief Executive Officer and Chief Financial Officer, effective as of May 1, 2021, from $12,000 per month to $20,000 per month, as well as the immediate issuance to Mr. Quintero of 20,000,000 fully paid and non-assessable shares of the Company’s common stock, par value $0.001 per share, as a one-time bonus. Thereafter, on April 27, 2021, the parties entered into an amendment (the “Amendment”) to that certain Executive Employment Agreement, dated February 3, 2020, by and between the Company and Mr. Quintero.

 

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

 

Item 9.01.  Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1+   First Amendment to Executive Employment Agreement, dated April 27, 2021, by and between the Company and Jesus Quintero

 

+ Indicates a management contract or any compensatory plan, contract or arrangement.

 

 
 
 

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.

 

  MARIJUANA COMPANY OF AMERICA, INC.
     
Date: April 27, 2021 By: /s/ Jesus Quintero
   

Jesus Quintero

Chief Executive Officer

 

 

 

 

 

Exhibit 10.1

 

 

 

FIRST AMENDMENT

TO

EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment (this “Amendment”) to Executive Employment Agreement is hereby entered into this 27th day of April, 2021, effective as of April 22, 2021, by and between Marijuana Company of America, Inc., a Delaware corporation (the “Corporation”) and Jesus Quintero (“Executive”). The Corporation and Executive are collectively referred to herein as the “Parties”.

WITNESSETH:

WHEREAS, the Corporation and Executive are parties to that certain Executive Employment Agreement dated as of February 3, 2020 (the “Employment Agreement”);

WHEREAS, the Employment Agreement provided that Executive would be employed by the Corporation as Principal Executive Officer and Principal Accounting Officer of the Corporation;

 

WHEREAS, the Parties desire to amend the Employment Agreement to raise Executive’s salary as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

 

1. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Employment Agreement.
2. Section 3.1 of the Employment Agreement is hereby amended and restated in its entirety as follows:

“For all services as Principal Executive Officer and Principal Accounting Officer that Executive renders to the Company during the Term of this Agreement, Executive will be compensated with a gross monthly salary of twenty three thousand dollars ($23,000.00) commencing as of May 1, 2021. The monthly salary shall be paid as follows: twenty thousand dollars ($20,000) in cash, and an equivalent of three thousand dollars ($3,000) worth of Company restricted common stock, determined as of the closing price of the Company's common stock on the final trading day of each month as reported on the OTC Markets Listing Service. Such cash monthly salary shall be payable consistent with the payroll practices as established by the Company. Where applicable, payments will be subject to income tax withholding and other payroll tax deductions required by applicable state and federal law. In addition, the Company shall immediately issue to Mr. Quintero 20,000,000 fully paid and non-assessable shares of the Company’s common stock, par value $0.001 per share, as a one-time bonus.”

 

 
 
 

 

 

3. This agreement shall be construed and interpreted in accordance with the laws of the State of California without giving effect to the conflict of laws rules thereof or the actual domiciles of the parties.

 

4. Except as amended hereby, the terms and provisions of the Employment Agreement shall remain in full force and effect, and the Employment Agreement is in all respects ratified and confirmed. On and after the date of this agreement, each reference in the Employment Agreement to the "Agreement", "hereinafter", "herein", "hereinafter", "hereunder", "hereof", or words of like import shall mean and be a reference to the Employment Agreement as amended by this agreement.

 

5. This agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single Amendment.

 

THE CORPORATION:

 

MARIJUANA COMPANY OF AMERICA, INC.

 

 

 

By: /s Tad Mailander

Name: Tad Mailander

Title: Director

 

 

EXECUTIVE:

 

 

/s/ Jesus Quintero

JESUS QUINTERO