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): June 26, 2020
MARIJUANA COMPANY OF AMERICA, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Utah
(State or other jurisdiction
|
Commission File Number 000-27039 |
98-1246221 (I.R.S. Employer Identification Number) |
1340 West Valley Parkway Suite #205 Escondido, California 92029
(Address of Principal Executive Offices and Zip Code)
(888) 777-4362
(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:
¨ 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))
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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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock | MCOA | None |
Item 3.03 Material Modification to Rights of Security Holders.
(a) On June 26, 2020, 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 increase the number of authorized shares of common stock from five billion to fifteen billion shares. On June 26, 2020, the Registrant filed the amendment to its Articles with the Utah Secretary of State. The Registrant has 469,288,933 issued and outstanding shares as of June 25, 2020.
Section 9 – Financial Statement and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Document | Location |
| 3.1 | Amendment to Articles | Filed Herewith |
| 20.1 | Board Resolution | Filed Herewith |
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.
Dated June 29, 2020
MARIJUANA COMPANY OF AMERICA, INC.
By: /s/ Jesus Quintero
Jesus Quintero
(Principal Executive Officer)
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SPECIAL MEETING & RESOLUTION OF THE DIRECTORS
MARIJUANA COMPANY OF AMERICA, INC.
A Utah Corporation
The undersigned, being all the Directors of Marijuana Company of America, Inc., a Utah Corporation (the “Company”), hereby adopt the following recitals and resolutions after the holding of a Special Meeting of the Board of Directors pursuant to Article 4, Section 2 of the Company’s By Laws, effective as of June 26, 2020, the Directors hereby waiving all notice of, and the holding of, a meeting of the directors to act upon such matters and resolutions, pursuant to Title 16 Chapter 7 Section 6 of the Utah Corporate Law and the Company’s By-Laws. Notice of the Special Meeting having been waived verbally by the Directors present at the Special Meeting, a quorum was found to be present sufficient to conduct business.
RECITALS
WHEREAS, The Company considered whether or not to increase the number of shares of its authorized common stock from 5 billion to 15 billion shares. The Company determined, in light of its present and future capital raising and acquisition plans, that it is a reasonable exercise of prudent business judgment under Utah law to adopt a resolution increasing the Company’s authorized shares to 15 billion shares.
WHEREAS, The Company considered its current articles of incorporation and Utah Corporations Code 16-10a-1002. After consultation with counsel, and having found no requirement that the amendment would require shareholder approval, it was determined that the proposed amendment could be adopted by the Board of Directors.
WHEREFORE, THE COMPANY HEREBY RESOLVES:
(1) To file an amendment to its articles of incorporation with the Utah Secretary of State, particularly amending Article IV, to increase the number of its authorized shares to 15 billion shares of common stock as follows:
Article IV
The aggregate number of shares of common stock which the corporation shall have the authority to issue is fifteen billion shares of common stock at a par value of $0.001 per share.
RESOLVED FURTHER, that counsel file Form 8-K notifying the SEC of the change, and to file same with Pacific Stock Transfer Company after received a conformed copy of the filed amendment from the Utah Secretary of State.
RESOLVED FURTHER, that the appropriate Officers of the Company be, and they hereby are, authorized and empowered to execute such documents, take such steps and perform such acts as, in their judgment, may be necessary or convenient in carrying out the foregoing resolutions consistent with the Company’s By Laws, including placing this Resolution in the appropriate Books and Records of the Company, and that any such documents executed or acts taken by them shall be conclusive evidence of authority in so doing.
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IN WITNESS WHEREOF, the undersigned have executed this Resolution as of date first written above.
ALL DIRECTORS OF MARIJUANA COMPANY OF AMERICA, INC.
/s/Jesus Quintero
JESUS QUINTERO, DIRECTOR, CHAIRMAN
/s/Themistocles Psomiadis
THEMISTOCLES PSOMIADIS, DIRECTOR
/s/Edward Manolos
EDWARD MANOLOS, DIRECTOR
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