Item 1.01 Entry into a Material Definitive Agreement.





Agreement and Plan of Merger

On June 29, 2021, the Company, cDistro Merger Sub, Inc., a Nevada corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and cDistro, Inc., a privately-held Nevada corporation engaged in the hemp and CBD product distribution business ("cDistro") entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which, among other things, Merger Sub agreed to merge with and into cDistro, with cDistro becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger (the "Merger"). The Merger is intended to qualify for federal income tax purposes as a tax-free reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.

cDistro distributes high quality hemp-derived cannabinoid products at www.cdistro.com, and is uniquely positioned to take advantage of the developing market opportunity generated by consumers' growing demand for hemp-derived cannabinoid products and the lack of distribution networks.
















Earnout Agreement

In connection to the Merger, the Company and the existing securityholders of cDistro entered into an earnout agreement dated June 29, 2021 (the "Earnout Agreement"), whereby the Company agreed to issue additional common stock to the existing securityholders of cDistro as compensation for the Merger conditioned upon the achievement of certain gross revenue milestones, as more fully detailed therein.





Leak-Out Agreement

On June 29, 2021, in connection with the Merger and the Earnout Agreement, the existing securityholder of cDistro entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such shareholder agreed to certain restrictions regarding the resale of the common stock issued pursuant to the Merger for a period of six months from the date of the Merger , as more fully detailed therein.

Board Observation Rights Letter

On June 29, 2021, in connection with the Merger, the Company and the existing securityholder of cDistro executed a board observation rights letter (the "Board Rights Letter"), pursuant to which the Company agreed to grant such securityholder certain board observation rights, in a non-voting observational capacity, as more fully detailed therein.





Employment Agreement

On June 29, 2021, in connection with the Merger, the Company and the Chief Executive Officer of cDistro entered into an employment agreements, pursuant to which that employees will serve as cDistro's Chief Executive Officer for a 3-year term (the "Employment Agreement").





Stock Purchase Agreement

On June 29, 2021, in connection with the Merger, the Company and cDistro entered into a stock purchase agreement (the "Stock Purchase Agreement"), pursuant to which the Company agreed to purchase certain shares of cDistro's common stock. Pursuant to the Stock Purchase Agreement, the Company will purchase 350,000 shares of cDistro common stock at the price of $1.00 per share, with the proceeds to be used by cDistro for general working capital and operational purposes.

The preceding summaries of the Merger Agreement, the Earnout Agreement, the Leak-Out Agreement, the Board Rights Letter, the Employment Agreement and the Stock Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Merger Agreement, the Earnout Agreement, the Leak-Out Agreement, the Board Rights Letter, the Employment Agreement and the Stock Purchase Agreement, respectively, which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, and 10.5, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On June 30, 2021, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into cDistro, with cDistro continuing as the surviving corporation and a wholly-owned subsidiary of the Company. A copy of the certificate of merger merging Merger Sub with and into cDistro is filed herewith as Exhibit 3.1 and incorporated herein by reference.

At the effective time of the Merger, and subject to the terms and conditions of the Merger Agreement, the outstanding shares of common stock of cDistro were converted into the right to receive 265,164,070 shares of the Company's common stock, with 220,970,059 additional shares of the Company's common stock conditionally issuable over the 12 months following the Merger pursuant to the Earnout Agreement. The Earnout Agreement provides that the 220,970,059 additional shares of the Company's common stock that may be issued thereunder will be issued upon the achievement of certain cDistro revenue milestones. Accordingly, the full aggregate common stock consideration that may be issuable in the Merger to the former securityholders of cDistro on a fully-diluted basis, pursuant to the terms of the Earnout Agreement, is a total of 486,134,129 shares. As a result of the Merger, on the date of this filing the Company has 5,333,688,925 shares of common stock issued and outstanding on a fully-diluted basis.

The Merger Agreement contains customary representations, warranties and covenants made by the Company, Merger Sub and cDistro, including representations and covenants relating to obtaining the requisite approvals from each company's board and shareholders, as applicable, and indemnification of directors and officers. The Merger Agreement provided that consummation of the Merger was subject to certain closing conditions including, but not limited to, obtaining all appropriate consents and closing certificates.

The description of the agreements above are qualified in their entirety by reference to the full text of the agreements filed as Exhibits hereto, which are incorporated herein by reference. These agreements have been included as exhibits to this Current Report on Form 8-K to provide investors and securityholders with information regarding certain of their respective terms and conditions. This information is not intended to provide any financial or other information about the parties to the agreements or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the agreements are made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the agreements, may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the agreements or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the dates of the agreements, and such subsequent information may not be fully reflected in public disclosures by the parties to the applicable agreement. The information in these agreements should be considered in conjunction with the entirety of the factual disclosure about the Company in the Company's public reports filed with the SEC.

Item 3.02 Unregistered Sale of Equity Securities.

The description of the Merger set forth in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The issuance of the Company's common stock was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for the offer and sale of securities not involving a public offering.

Item 7.01 Regulation FD Disclosure.

On June 30, 2021, the Company issued a press release announcing the consumation of the Merger. A copy of the press release is furnished herewith under the Securities Exchange Act of 1934, as amended, as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements of Business Acquired.

The Company intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed.

(b) Pro Forma Financial Information.

The Company intends to file pro forma financial information as required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date on which this Form 8-K was required to be filed.





 (c) Not applicable.















 (d) Exhibits



Exhibit
  No.                                   Description

2.1         Agreement and Plan of Merger, dated June 29, 2021, by and among
          Marijuana Company of America, Inc., cDistro Merger Sub, Inc. and
          cDistro, Inc.*
3.1         Certificate of Merger merging cDistro Merger Sub, Inc. with and into
          cDistro, Inc.*
10.1        Form of Earnout Agreement.*
10.2        Form of Lock-Up and Leak-Out Agreement.*
10.3        Form of Board Rights Letter. *
10.4        Form of Stock Purchase Agreement.*
10.5        Form of Employment Agreement. *
99.1        Press Release dated June **, 2021, titled "Marijuana Company of
          America, Inc. Acquires cDistro, One of the Industry's Fastest Growing
          Hemp and CBD Product Distributors" *

* Filed herewith.

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