Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective July 1, 2022, the Board of Directors of MCOA accepted the resignation
of director Marco Guerrero from the Company's Board of Directors. Mr. Guerrero's
resignation was not the result of any disagreement with the Company, known to an
executive officer of the Registrant, as defined in 17 CFR 240.3b-7, on any
matter relating to the registrant's operations, policies or practices.
Mr. Guerrero 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 entered into two Joint Venture Agreements with Marco
Guerrero to produce, manufacture, market and sell the Company's hempSMART™
products in Latin America. The Joint Venture Agreements were disclosed as
related party transactions under relevant statutes in the Current Report on Form
8-K filed on October 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 in the best interests of the Company and its shareholders,
both to eliminate any potential related party conflicts and to allow Mr.
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
104 Cover Page Interactive Data File (formatted as Inline
XBRL and contained in Exhibit 101).
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