Current Report Filing (8-k)
09 October 2020 - 3:05AM
Edgar (US Regulatory)
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):
September 30, 2020
MARIJUANA COMPANY OF AMERICA, INC.
(Exact Name of Registrant as Specified in
its Charter)
Utah
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Commission File Number
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98-1246221
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(State or other jurisdiction of
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000-27039
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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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 (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
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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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Section 1 - Registrant’s Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2020, Marijuana Company of America, Inc. (the
“Company”) entered into a Share Exchange Agreement with Cannabis Global, Inc., a Nevada corporation quoted on
OTC Markets Pink (“CBGL”) dated September 30, 2020, to acquire the number of shares of CBGL’s common stock,
par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective
date, in exchange for the number of shares of Company common stock, par value $0.001, equal in value to $650,000 based on the closing
price for the trading day immediately preceding the effective date (the “Share Exchange Agreement”). For
both parties, the Share Exchange Agreement contains a “true-up” provision requiring the issuance of additional common
stock in the event that a decline in the market value of either parties’ common stock should cause the aggregate value of
the stock acquired pursuant to the Share Exchange Agreement to fall below $650,000.
Complementary to the Share Exchange Agreement, the Company and
CBGL entered into a Lock-Up Agreement dated September 30, 2020 (the “Lock-Up Agreement”), providing that the
shares of common stock acquired pursuant to the Share Exchange Agreement shall be subject to a lock-up period preventing its sale
for a period of 12 months following issuance, and limiting the subsequent sale to aggregate maximum sale value of $20,000 per week,
or $80,000 per month.
The foregoing description of the Share Exchange Agreement and
the Lock-Up Agreement is qualified in its entirety by reference to the Share Exchange Agreement and the Lock-Up Agreement, copies
of which are filed as exhibits hereto.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On September 30, 2020, the Share Exchange Agreement was consummated.
The disclosure included under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
As disclosed under Item 1.01 of this Current Report on Form
8-K, pursuant to the Share Exchange Agreement, on September 30, 2020, the Company authorized the issuance of the number of shares
of Company common stock, par value $0.001, equal in value to $650,000 based on the closing price for the trading day immediately
preceding the effective date of the Share Exchange Agreement, in exchange for the number of shares of CBGL common stock, par value
$0.001, equal in value to $650,000 based on the closing price for the trading day immediately preceding the effective date of the
Share Exchange Agreement, subject to the conditions set forth in the Share Exchange Agreement.
On September 29, 2020, the closing price of the Company’s
common stock was $0.001, so that the number of shares of Company common stock issuable to CBGL under the Share Exchange Agreement
is 650 million. As a result of the transactions pursuant to the Share Exchange Agreement, the Company will have 2,563,880,887 shares
of common stock outstanding, with the shares issued to CBGL pursuant to the Share Exchange Agreement representing 25.35% of the
Company’s outstanding shares.
The Company issued the above shares of its common stock pursuant
to the exemption from the registration requirements of the Securities Act of 1933, as amended, available to the Company by Section
4(a)(2) promulgated thereunder due to the fact that it was an isolated issuance and did not involve a public offering of securities.
Item 8.01 Other Events.
Related Party Transactions
One of directors of the Company is also a director of CBGL and
thus a related party to CBGL. Our director, Mr. Edward Manolos, serves as a member of the board of directors of CBGL. In its action
approving and authorizing the Share Exchange Agreement, the board of directors of the Company considered full disclosure of Mr.
Manolos’ relationship with CBGL in light of his related party status and Utah state law governing transactions where a conflicting
interest of a director may be reasonably expected to exert an influence on the director’s judgment and requiring specific
disclosures pursuant to Section 16-10a-852 of the Utah Revised Business Corporation Act. In consideration of such disclosure, a
unanimity of the Company’s qualified, uninterested directors approved the transaction.
Item 9.01 Financial Statements and Exhibits.
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(a)
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Financial statements of businesses acquired
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The Company shall provide the financial statements required by this item no later December 3, 2020 (71 calendar days after the date that this Form 8-K must be filed)
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(b)
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The Company shall provide the pro forma financial information required by this item no later December 3, 2020 (71 calendar days after the date that this Form 8-K must be filed).
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(d)
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Exhibits
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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 October 1, 2020
MARIJUANA COMPANY OF AMERICA, INC.
By:
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/s/ Jesus Quintero
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Jesus Quintero
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(Principal Executive Officer)
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