UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
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Commission
File Number 0-54433
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(Check
One):
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[X]
Form 10-K [ ] Form 20-F [ ] Form 11-K [ ]
Form 10-Q [ ] Form 10-D
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[ ]
Form N-CEN [ ] Form N-CSR
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For
Period Ended: December 31, 2018
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[ ]
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Transition
Report on Form 10-K
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[ ]
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Transition
Report on Form 20-F
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[ ]
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Transition
Report on Form 11-K
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[ ]
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Transition
Report on Form 10-Q
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For
the Transition Period Ended: _________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of’ the filing checked above, identify the item(s) to which the notification relates:
_____________________________________________________________________
PART
I REGISTRANT INFORMATION
Full
Name of Registrant: MariMed Inc.
Former
Name if Applicable
Address
of Principal Executive Office (Street and Number): 10 Oceana Way
City,
State and Zip Code: Norwood, Massachusetts 02062
PART
11 RULE 12b-25 (b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if appropriate.)
[X]
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(a)
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or
expense;
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[X]
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(b)
The subject annual report, semi-annual report, transition report on form 10-K, 20-F, 11-K, Form N-CEN or Form N-CSR, or portion
thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form IO-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before
the fifth calendar day following the prescribed due date; and
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[ ]
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(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART
III NARRATIVE
State
below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof
could not be filed within the prescribed time period.
The
Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”) within
the prescribed time period. The inability to meet the filing deadline was caused by the resignation of the Company’s former
audit firm (the “Former Audit Firm”) in December 2018 due to the Former Audit Firm’s incapacity to rotate audit
partners as required by Section 10A of The Securities Exchange Act of 1934 and Section 203 of the Sarbanes-Oxley Act of 2002.
As
disclosed in the Company’s 8-K filing on this matter dated December 6, 2018, there were no disagreements with the Former
Audit Firm on any matters, and no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. The Former
Audit Firm had issued “clean” audit opinions on the Company’s financial statements.
Such
late resignation by the Former Audit Form did not leave enough time for the Company’s new audit firm (the “New Audit
Firm”) to plan and perform a proper year-end audit in accordance with the standards of the Public Company Accounting Oversight
Board. Accordingly, the New Audit Firm asked the Company to file this notification of late filing so they could complete their
audit.
The
Company expects to file the Form 10-K within the extension period of 15 calendar days as provided under Rule 12b-25 under the
Securities Exchange Act of 1934, as amended.
PART
IV OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this notification
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Jon
Levine
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781
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559-8713
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(Name)
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(Area
Code)
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(Telephone
Number)
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(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file
such report(s) been filed? If the answer is no, identify report(s).
[X]
Yes [ ] No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the subject report or portion thereof?
[X]
Yes [ ] No
If
so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
For
the reasons stated above in Part III, the registrant cannot quantify at this time the changes in its results of operations, but
believes that, as compared to the prior year, its revenues will increase and its net income will decrease, due to non-cash charges.
MariMed
Inc.
(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
April 1, 2019
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By:
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/s/Jon
Levine
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Jon
Levine, CFO
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INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name
and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf
of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority
to sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal criminal violations
(see 18
U.S.C. 1001).
GENERAL
INSTRUCTIONS
1.
This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934.
2.
One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities
and Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act.
The information contained in or filed with the form will be made a matter of the public record in the Commission files.
3.
A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class
of securities of the registrant is registered.
4.
Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished.
The form shall be clearly identified as an amendment notification.
5.
Electronic Filers.
This form shall not be used by electronic filers unable to timely file a report solely due to electronic
difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should
comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment
in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
6.
Interactive Data Submissions
. This form shall not be used by electronic filers with respect to the submission or posting
of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File
within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202
of this chapter).
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