Current Report Filing (8-k)
May 18 2022 - 8:06AM
Edgar (US Regulatory)
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2022-05-12
2022-05-12
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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): May 12, 2022
MARIMED
INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
0-54433 |
|
27-4672745 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
Identification
No.) |
10
Oceana Way, Norwood, Massachusetts |
|
02062 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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):
☐ |
Written
communications 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.
Title
of each class |
|
Ticker
symbol(s) |
|
Name
of each exchange on which registered |
Not
Applicable. |
|
Not
Applicable. |
|
Not
Applicable. |
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.
Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Effective May 11, 2022, MariMed Inc. (the “Company”) appointed Susan M. Villare as the Company’s Chief Financial
Officer. In connection and contemporaneously with Ms. Villare’s appointment, Jon Levine, the Chief Financial Officer of the Company
at the time of her appointment, was promoted to the position of Chief Administrative Officer of the Company. There is no existing family
relationship between Ms. Villare and any director or executive officer of the Company.
Ms.
Villare did not previously have any direct or indirect interest in any transactions with the Company that requires disclosure under Item
404(a) of Regulation S-K.
In
connection with Ms. Villare’s appointment she:
|
● |
received
an inducement award of (i) 350,000 restricted shares of the Company’s common stock (“Common Stock”), subject to
vesting; and (ii) stock options for an aggregate of 400,000 shares Common Stock exercisable at the fair market value per share of
Common Stock on the grant date, subject to vesting; |
|
● |
will
receive annual base compensation of $285,000; |
|
● |
will
be eligible to receive an annual performance bonus equal to 35% of her then applicable base salary; |
|
● |
will
be entitled to participate in a Company sponsored medical plan and in all other benefit plans or programs adopted and maintained
by the Company; and |
|
● |
will
be entitled to a severance payment under certain circumstances. |
BIOGRAPHICAL
INFORMATION
The
principal occupation and brief summary of Ms.Villare’s background is as follows:
Susan
M. Villare, age 53, served as the Senior Vice President of Financial Planning and Analysis and Treasurer of Ribbon Communications,
Inc. (“Ribbon”), a global provider of real time communications technology and IP optical networking solutions, from February
2012 through April 2022. Prior to Ribbon, Ms. Villare held senior leadership positions in the Finance departments of BigBand Networks,
Inc., Burst Media and MatrixOne, Inc. Before her in-house career, Ms. Villare was a senior auditor at Pricewaterhouse and is a certified
public accountant. She holds a Bachelor of Science in Accounting from Boston College.
(e) Effective
May 11, 2022, in connection and consistent with Mr. Levine’s promotion to the position of Chief Administrative Officer of the Company,
Mr. Levine’s employment agreement with the Company was amended to change his title to Chief Administrative Officer, and to reflect
responsibilities and duties commensurate with that position. A copy of the form of amendment to his employment agreement is attached
as Exhibit 10.1 hereto.
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.
|
MARIMED
INC. |
|
|
|
Dated:
May 18, 2022 |
|
|
|
By: |
/s/
Robert Fireman |
|
|
Robert
Fireman, Chief Executive Officer |
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