Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 12, 2022, a majority of the stockholders eligible to vote of Marijuana Company of America, Inc. (the "Company"), by written consent pursuant to Utah statute, approved Amendment No. 1 to the Company's 2017 Equity Incentive Plan (the "2017 Equity Plan Amendment"). The 2017 Equity Plan Amendment had previously been approved by the Company's Board of Directors (the "Board"), subject to stockholder approval. It became effective as of September 14, 2022.

The 2017 Equity Plan Amendment increases the authorized common shares available for issuance from 500,000,000 to 3,000,000,000, and makes no other material modifications. The full text of the 2017 Equity Plan Amendment attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 12, 2022, the Company's 2017 Equity Plan Amendment was approved by a majority of the Company's stockholders eligible to vote, by written consent pursuant to Utah statute. The 2017 Equity Incentive Plan Amendment had previously been approved by the Board of Directors subject to stockholder approval. It became effective as of September 14, 2022. The full text of the 2017 Equity Plan Amendment attached hereto as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.





     Exhibit Number      Description
          10.1             2017 Equity Incentive Plan Amendment
          104            Cover Page Interactive Data File (formatted as Inline
                         XBRL and contained in Exhibit 101).

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