0001262463-19-000215.txt : 20190703 0001262463-19-000215.hdr.sgml : 20190703 20190703152944 ACCESSION NUMBER: 0001262463-19-000215 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20190701 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190703 DATE AS OF CHANGE: 20190703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Marijuana Co of America, Inc. CENTRAL INDEX KEY: 0001078799 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 870426858 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-27039 FILM NUMBER: 19941717 BUSINESS ADDRESS: STREET 1: 1340 WEST VALLEY PARKWAY STREET 2: SUITE #205 CITY: ESCONDIDO STATE: CA ZIP: 92029 BUSINESS PHONE: (888) 777-4362 MAIL ADDRESS: STREET 1: 1340 WEST VALLEY PARKWAY STREET 2: SUITE #205 CITY: ESCONDIDO STATE: CA ZIP: 92029 FORMER COMPANY: FORMER CONFORMED NAME: CONVERGE GLOBAL INC/CA DATE OF NAME CHANGE: 19990806 8-K 1 mcoa8k7119.htm FORM 8-K

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): July 1, 2019

MARIJUANA COMPANY OF AMERICA, INC.

(Exact Name of Registrant as Specified in its Charter)

Utah

(State or other jurisdiction
of incorporation or organization)

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))

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. ☒

Section 3 - Securities and Trading Markets

Item 3.03 Material Modification to Rights of Security Holders.

(a) On July 1, 2019, stockholders of the Company holding a majority of the shares eligible to vote, met in a Special Meeting called by the Board of Directors and approved an amendment to the Company’s articles of incorporation to affect a sixty for one reverse stock split of its issued and outstanding common stock.

Pursuant to the amendment, the reverse stock split will be effective at 12:01 a.m., Eastern Time, on July 31, 2019. The Company expects, subject to approval of the corporate action by FINRA, that upon the opening of trading on August 1, 2019, its common stock will trade on a split-adjusted basis under the current trading symbol “MCOA” and with a new CUSIP number.

The reverse stock split affects all issued and outstanding shares of the Company’s common stock. The par value of the Company’s common stock will remain unchanged at $0.001 per share after the reverse stock split. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s equity.

No fractional shares will be issued in connection with the reverse split. Stockholders who would otherwise be entitled to receive a fractional share will instead receive one additional share, as determined in good faith by the Company’s Board of Directors.

Section 5 - Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

(a) On July 1, 2019, the Board of Directors approved an amendment to the Company’s articles of incorporation to create and designate a class of preferred stock nominated Class “B” Preferred Shares, with five million (5,000,000) shares authorized, $0.001 par value, and preferences designated as follows:

Voting. Holders of the Series “B” Preferred Stock shall have One Thousand (1,000) times that number of votes on all matters submitted to the shareholders that is equal to the number of shares of Common Stock (rounded to the nearest whole number), at the record date for the determination of the shareholders entitled to vote on such matters or, if no such record date is established, at the date such vote is taken or any written consent of such shareholders is affected.

Dividends. The holders of Series “B” Preferred Stock of the Corporation shall not be entitled to receive dividends paid on the Corporation’s Common Stock.

No Liquidation Preference. Upon liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, the holders of the Series “B” Preferred Stock then outstanding shall not be entitled to receive out of the assets of the Corporation, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the Common Stockholders.

No Conversion. The shares of Series “B” Preferred Stock will not be convertible into the shares of the Corporation’s Common Stock.

Covenants

1) The affirmative vote at a meeting duly called for such purpose, or written consent without a meeting, of the holders of not less than fifty-one (51%) of the then outstanding shares of Series B Preferred Stock shall be required for (i) any change to the Corporation’s Articles of Incorporation that would amend, alter, change or repeal any of the voting powers, preferences, limitations or relative rights of the Series B Preferred Stock, or (ii) any issuance of additional shares of Series B Preferred Stock.

2) So long as shares of Series B Preferred Stock are outstanding, the Corporation shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the Series B Holders, which consent may be withheld in the Holder’s sole and absolute discretion: (i) dissolve the Corporation or effectuate a liquidation; (ii) alter, amend, or repeal the Certificate of Incorporation of the Corporation; (iii) agree to any provision in any agreement that would impose any restriction on the Corporation’s ability to honor the exercise of any rights of the Holder of the Series B Preferred Stock; (iv) do any act or thing not authorized or contemplated by this Certificate which would result in taxation of the Holder of shares of the Series B Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended); or (v) issue any securities of the Corporation of any nature or kind, including securities convertible into any capital stock of the Corporation.

The Company has a total of 50,000,000 shares of preferred stock, $0.001 par value, authorized, and prior to the amendment of its articles had one class of preferred stock issued: Class A preferred stock, $0.001 par value, 10,000,000 shares designated, 10,000,000 shares issued and outstanding as of March 31, 2019.

Section 9 – Financial Statement and Exhibits

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Document	Location
4.1	Board Resolution; Reverse Split	Filed herewith
4.2	Stockholder Consent; Reverse Split	Filed herewith
4.3	Board Resolution; Class “B” Preferred Designation	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 July 3, 2019

MARIJUANA COMPANY OF AMERICA, INC.

By: /s/ Donald Steinberg

Donald Steinberg

(Principal Executive Officer)

EX-4 2 ex41.htm EXHIBIT 4.1

SPECIAL MEETING OF THE BOARD OF DIRECTORS

MARIJUANA COMPANY OF AMERICA, INC.

UNANIMOUS WRITTEN CONSENT AND RESOLUTION

OF THE BOARD OF DIRECTORS OF

MARIJUANA COMPANY OF AMERICA, INC., a UTAH corporation

The undersigned, being all of the Directors of Marijuana Company of America, Inc. a Utah Corporation (the “Company”), hereby adopt the following recitals and resolutions by their unanimous written consent thereto, effective as of July 1, 2019, pursuant to Article 4, Section 2 of the Company’s By Laws. The Directors hereby waive 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.

WHEREAS, pursuant to the Company’s Bylaws, Donald Steinberg, the Chairman of the Board of Directors called for this special meeting of the Board;

WHEREAS, pursuant to Section 16-10a-1003 of the Utah Revised Business Corporation Act, the Board of Directors met to consider a reverse split of the Company’s common stock, in a ratio equal to 60:1 existing shares beneficially owned as of the Record Date of July 1, 2019. The Board considered a Split Pay Date and determined it to be effective not later than July 31, 2019, subject to the Company filed Form 14c with the Securities and Exchange Commission and processing through FINRA.

WHEREAS, the Board met and discussed whether it is necessary, appropriate and an exercise of prudent business judgment to conduct the reverse split;

WHEREAS, after considerable discussion and, finding that such action is in the best interests of the Company:

IT IS HEREBY RESOLVED, that Board hereby adopts a resolution authorizing and approving a reverse split of the Company’s common shares in a ratio of 60:1 beneficially owned as of July 1, 2019;

RESOLVED FURTHER, that pursuant to Section 16-10a-705 of the Utah Revised Business Corporation Act a Special Meeting of the Stockholders be called to consent to approve the reverse stock split; and,

RESOLVED FURTHER, that the appropriate Officers of the Company be, and they hereby are, authorized and empowered to execute any and all 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 Written Consent 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.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent and Resolution as of date first written above.

ALL THE DIRECTORS OF MARIJUNANA COMPANY OF AMERICA, INC.

/s/ Donald Steinberg

DONALD STEINBERG, DIRECTOR, CHAIRMAN

/s/ Robert Coale

ROBERT COALE, DIRECTOR

/s/ Edward Manolos

EDWARD MANOLOS, DIRECTOR

EX-4 3 ex42.htm EXHIBIT 4.2

SPECIAL MEETING AND WRITTEN CONSENT OF A MAJORITY OF THE SHAREHOLDERS ELIGIBLE TO VOTE OF

MARIJUANA COMPANY OF AMERICA, INC.

a UTAH CORPORATION

The undersigned, constituting a majority of the shares eligible to vote of Marijuana Company of America, Inc., a Utah Corporation (the “Company”), hereby adopt the following recitals and resolutions by their written consent thereto, effective as of July 1, 2019, hereby waiving all notice of, and the holding of, a meeting of the stockholders to act upon such matters and resolutions, pursuant to Section 16-10a-1006(6) of the Revised Utah Business Corporations Act, and Article II, Sections 3, 8, 11 and 12 of the Company’s By-Laws.

RECITALS

WHEREAS, the Company’s Board of Directors executed a unanimous written consent and resolution on July 1, 2019 authorizing a reverse split of the Company’s common stock, in a ratio equal to 60:1 beneficially owned as of the Record Date of July 1, 2019. The Board considered a Split Pay Date and determined it to be effective not later than July 31, 2019, subject to the Company filed Form 14c with the Securities and Exchange Commission and processing through FINRA;

WHEREAS, the Board of Directors called for a Special Meeting of the stockholders eligible to vote pursuant to Article II, Section 3 of the Company’s By Laws.

WHEREAS, the undersigned constitute 50.52% of the Company’s shares eligible to vote on the request of the Board that the shareholders provide their advice and consent concerning the Company’s reverse split of the Company’s common stock in a ratio of 60:1 shares beneficially owned as of July 1, 2019.

WHEREAS, the undersigned have considered and discussed the benefits and prudence of approving of the proposed 60:1 reverse split of the Company’s common stock;

WHEREAS, after due consideration and deliberation, the shareholders of the Company constituting 50.52% of the shares eligible to vote, hereby grant their advice and consent and,

HEREBY RESOLVE that the undersigned, being a majority of the shareholders eligible to vote of the Company, approve and authorize the 60:1 reverse stock split of the Company’s common shares.

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 Written Consent 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.

IN WITNESS WHEREOF, the undersigned have executed this Written Consent of 50.52% of the Shareholders as of the date first written above.

/s/ Donald Steinberg

Donald Steinberg

Percentage of Issued/Outstanding: 26.58%

/s/ Charles Larsen

Charles Larsen

Percentage of Issued/Outstanding: 23.94%

EX-4 4 ex43.htm EXHIBIT 4.3

SPECIAL MEETING OF THE BOARD OF DIRECTORS

MARIJUANA COMPANY OF AMERICA, INC.

UNANIMOUS WRITTEN CONSENT AND RESOLUTION

OF THE BOARD OF DIRECTORS OF

MARIJUANA COMPANY OF AMERICA, INC., a UTAH corporation

The undersigned, being all of the Directors of Marijuana Company of America, Inc. a Utah Corporation (the “Company”), hereby adopt the following recitals and resolutions by their unanimous written consent thereto, effective as of July 1, 2019, pursuant to Article 4, Section 2 of the Company’s By Laws. The Directors hereby waive 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 Revised Utah Business Corporations Act 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.

WHEREAS, pursuant to Section 16-10a-1003 of the Utah Revised Business Corporation Act, the Board of Directors met to consider an amendment of the Company’s articles of incorporation to create and designate a Class of Preferred Shares nominated “Class B Preferred Shares.”

WHEREAS, the Board met and discussed the reasons for, and designations appurtenant to the proposed Class “B” Preferred Shares, including a discussion of the following: a proposal to set the size of the Class “B” Preferred Shares at five million (5,000,000) shares, $0.001 par value, and to set the designations for the Class “B” Preferred Shares to include:

Dividends. The holders of Series “B” Preferred Stock of the Corporation shall not be entitled to receive dividends paid on the Corporation’s Common Stock.

No Conversion. The shares of Series “B” Preferred Stock will not be convertible into the shares of the Corporation’s Common Stock.

Covenants

WHEREAS, Pursuant to 16-10a-602 of the Revised Utah Business Corporations Act, the board of directors, without shareholder action but subject to any limitations and restrictions stated in the articles of incorporation, may amend the corporation's articles of incorporation pursuant to the authority granted to the board of directors by Subsection 16-10a-1002(1)(e) to:

designate in whole or in part, the preferences, limitations, and relative rights of any class of shares before the issuance of any shares of that class;

create one or more series within a class of shares, fix the number of shares of each such series, and designate, in whole or part, the preferences, limitations, and relative rights of the series, within the limits set forth in Section 16-10a-601, all before the issuance of any shares of that series;

alter or revoke the preferences, limitations, and relative rights granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares; or,

increase or decrease the number of shares constituting any series, the number of shares of which was originally fixed by the board of directors, either before or after the issuance of shares of the series, provided that the number may not be decreased below the number of shares of the series then outstanding, or increased above the total number of authorized shares of the applicable class of shares available for designation as a part of the series;

WHEREAS, the Company has, under the authority of its articles of incorporation, Preferred stock, $0.001 par value, 50,000,000 shares authorized, and one designated class of preferred shares: nominated Class “A” preferred stock, $0.001 par value, 10,000,000 shares designated,

10,000,000 shares issued and outstanding; The articles of incorporation contain no restriction on the board’s ability to create and designate additional preferred classes of stock;

WHEREAS, pursuant to the authority granted to the board of directors by the articles of incorporation and Subsections 16-10a-602 and 16-10a-1002(1)(e) of the Revised Utah Business Corporations Act, the Board finds it necessary and an exercise of reasonable business judgment to create and designate a “Class B Preferred Shares,” $0.001 par value, five million shares authorized, and so,

IT IS HEREBY RESOLVED, that the Company amend its articles of incorporation to create and designate a class of preferred shares from its authorized number of preferred stock, nominated as “Class B Preferred Shares,” $0.001 par value, five million shares authorized, with the following designated preferences:

Dividends. The holders of Series “B” Preferred Stock of the Corporation shall not be entitled to receive dividends paid on the Corporation’s Common Stock.

No Conversion. The shares of Series “B” Preferred Stock will not be convertible into the shares of the Corporation’s Common Stock.

Covenants

any restriction on the Corporation’s ability to honor the exercise of any rights of the Holder of the Series B Preferred Stock; (iv) do any act or thing not authorized or contemplated by this Certificate which would result in taxation of the Holder of shares of the Series B Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended (or any comparable provision of the Internal Revenue Code as hereafter from time to time amended); or (v) issue any securities of the Corporation of any nature or kind, including securities convertible into any capital stock of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Unanimous Written Consent and Resolution as of date first written above.

ALL THE DIRECTORS OF MARIJUNANA COMPANY OF AMERICA, INC.

/s/ Donald Steinberg

DONALD STEINBERG, DIRECTOR, CHAIRMAN

/s/ Robert Coale

ROBERT COALE, DIRECTOR

/s/ Edward Manolos

EDWARD MANOLOS, DIRECTOR