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EX-10 - 10.2 REGISTRATION RIGHTS AGREEMENT DATED DECEMBER 20, 2018 - Marijuana Co of America, Inc.rra122018.htm
EX-10 - 10.1 INVESTMENT AGREEMENT DATED DECEMBER 20, 2018 - Marijuana Co of America, Inc.ia122018.htm

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): DECEMBER 20, 2018

     

 

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

94-1246221

(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)


(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:

¨ 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. ☒ 

 

Section 1 - Registrant’s Business and Operations

 

Item 1.01 Entry into a Material Definitive Agreement.

(a)(1) Marijuana Company of America, Inc. (the “Registrant”), entered into a material definitive agreement not made in the ordinary course of its business on December 20, 2018. The parties to the agreement are the Registrant and K&J Funds, LLC (“K&J”). No material relationship exists between the Registrant or K&J.

(a)(2) Pursuant to an Investment Agreement between the Registrant and K&J, K&J agreed to invest up to ten million dollars ($10,000,000) to purchase the Registrant’s Common Stock, par value $0.001 per share, based upon an exemption from registration provided under Section 4(a)(2) of the 1933 Securities Act, and Section 506 of Regulation D promulgated thereunder. Coincidentally, the Registrant and K&J entered into a Registration Rights Agreement, as an inducement to K&J to execute and deliver the Investment Agreement, whereby the Registrant agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, and applicable state securities laws, with respect to the shares of Common Stock issuable for K&J”s investment pursuant to the Investment Agreement. The Investment Agreement terminates thirty-six (36) months after the Effective Date, or when K&J has purchased an aggregate of ten million dollars ($10,000,000) in the Registrant’s Common Stock, or at such time that the Registration Statement agreed to in the Registration Rights Agreement is no longer in effect, or upon the election of the Registrant, providing written notice to K&J.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

Exhibit Index:

Exhibit Number   Description
10.1   Investment Agreement dated December 20, 2018
10.2   Registration Rights Agreement dated December 20, 2018

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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 December 27, 2018

 

 

MARIJUANA COMPANY OF AMERICA, INC.

 

By: /s/ Donald Steinberg

Donald Steinberg

Chief Executive Officer

(Principal Executive Officer)

 

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