Current Report Filing (8-k)
October 22 2019 - 8:21AM
Edgar (US Regulatory)
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): October 21, 2019
MARIMED
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-54433
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27-4672745
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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10
Oceana Way, Norwood, Massachusetts
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02062
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (617) 795-5140
(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 (see General Instruction A.2. below):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act: None.
Title
of each class
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Ticker
symbol(s)
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Name
of each exchange on which registered
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Not
Applicable.
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Not
Applicable.
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Not
Applicable.
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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 (§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 [X]
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. [ ]
Item
8.01. Other Events.
Effective
October 1, 2019, MariMed Inc. (the “Company”) consummated the acquisitions
of the businesses of its two cannabis-licensed clients that operate Company-built and owned medical marijuana dispensaries in
the state of Illinois, KPG of Anna LLC (“KPG Anna”) located in Anna, Illinois and KPG of Harrisburg LLC (“KPG
Harrisburg”) located in Harrisburg, Illinois, and their ownership group’s minority interest in Mari Holdings IL
LLC (“Mari Holdings”), the Company’s subsidiary that owns the real estate where these two dispensaries
are located. In connection therewith, the Company issued to the Sellers one million (1,000,000) shares of its common stock which
constituted the aggregation purchase price paid. The issuance of these shares of common stock was exempt from registration under
the Securities Act of 1933, as amended (the “Act”), as each of the Sellers is an accredited investor (as defined
in Rule 501(a) of Regulation D, as promulgated under the Act), and has agreed to hold such shares for investment and without a
view to distribution.
The
foregoing description of the transaction does not purport to be complete and is qualified in its entirety by reference to the
full text of the Amended and Restated Membership Interest Purchase Agreement filed as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
On October 21, 2019,
the Company issued a press release with respect to the foregoing transaction, a copy of which is attached as Exhibit 99.2.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
*
* * * *
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.
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MARIMED
INC.
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Dated:
October 21, 2019
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By:
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/s/
ROBERT FIREMAN
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Robert
Fireman, CEO
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MariMed (QX) (USOTC:MRMD)
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