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): ~~July~~August 816, 2022 (~~July~~August 116, 2022)

MARIJUANA COMPANY OF AMERICA, INC.

(Exact Name of Registrant as Specified in Charter)

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

633 W. 5th Street, Suite 2826

Los Angeles, California ,90071

Telephone: (888) 777-4362

(Address and Telephone Number of Registrant’s Principal
Executive Offices and Principal Place of Business)

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 communication 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. ☒

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Unless otherwise provided in this Current Report on Form 8-K, all references to “we,” “us,” “Company,” “our,” “Marijuana Company of America,” “MCOA,” or the “Registrant” refer to the parent entity, Marijuana Company of America, Inc., a Utah corporation. Unless otherwise indicated in this Current Report on Form 8-K, all references to the Company’s board of directors shall refer to the board of directors of Marijuana Company of America, Inc., a Utah corporation.

Item 58.0201 ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~Effective~~On ~~July~~August 117, 2022, the ~~Board~~Company ofplans ~~Directors~~to ofissue ~~MCOA~~a ~~accepted~~press release to announce the ~~resignation~~termination of ~~director~~its ~~Marco~~current ~~Guerrero~~Regulation ~~from~~A Offering on Form 1-A, originally qualified on October 20, 2021, and the commencement of the equity financing facility originally announced in the Company’s ~~Board~~Current ofReport ~~Directors.~~on ~~Mr.~~Form ~~Guerrero’s~~8-K ~~resignation~~filed ~~was~~June ~~not~~3, 2022 (the ~~result~~ “Equity Line”). One of ~~any~~the ~~disagreement~~conditions ~~with~~for the ~~Company,~~commencement ~~known~~of tothe anEquity ~~executive~~Line ~~officer~~was the effective registration of the ~~Registrant,~~Company common asstock ~~defined~~underlying inthe 17offering. ~~CFR~~On ~~240.3b-7~~July 14, 2022, the Company filed a registration statement on ~~any~~Form ~~matter~~S-1 ~~relating~~ to register the ~~registrant’s~~Equity Line ~~operations~~common stock, ~~policies~~which orwas ~~practices~~declared effective on July 28, 2022.

~~Mr.~~A ~~Guerrero~~copy ~~has served as a member~~ of ~~our Board of Directors since June 12, 2020. As previously disclosed in our Current Report on Form 8-K filed on October 1, 2020,~~ the ~~Company~~press ~~entered~~release ~~into two Joint Venture Agreements with Marco Guerrero~~ to ~~produce,~~be ~~manufacture, market and sell the Company’s hempSMART™ products in~~issued ~~Latin~~on ~~America.~~August ~~The~~17, ~~Joint~~2022 ~~Venture~~is ~~Agreements~~attached ~~were~~hereto ~~disclosed~~ as ~~related~~Exhibit ~~party transactions under relevant statutes in the Current Report on Form 8-K filed on October~~ 99.1, ~~2020. As our hempSMART™ joint venture operations in Latin America expand, the Company~~ and ~~Mr. Guerrero believe that his resignation from the Board~~ is inincorporated ~~the~~herein ~~best~~by ~~interests of the Company and its shareholders, both to eliminate any potential related party conflicts and to allow Mr~~reference. ~~Guerrero to focus completely on our Brazilian joint venture.~~

Mr. Guerrero will continue to work with the Company as a non-executive advisor to our wholly-owned subsidiary Hempsmart Global, Inc., the parent company to our Latin American hempSMART™ joint venture. In connection with his new role, Mr. Guerrero will continue to be paid a base salary of $5,000 per quarter. Mr. Guerrero will enter into an advisory agreement with the Company reflecting the foregoing provisions effective on July 1, 2022.

In connection with Mr. Guerrero’s resignation from the Board of Directors of MCOA, the Board intends to review new director candidates using the independence standards of the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission with the intention of appointing an independent director within the meaning of the applicable NYSE listing standards currently in effect and within the meaning of Section 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press Release dated August 17, 2022, titled “Marijuana Company of America, Inc. Announces Completion of Regulation A Offering; Commencement of Registered Equity Line of Credit Offering”
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities and 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.
	By: /s/ Jesus M. Quintero
Date: July 8, 2022	Name: Jesus M. Quintero Title: Chief Executive Officer
Date: August 16, 2022	Name: Jesus M. Quintero Title: Chief Executive Officer

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