Current Report Filing (8-k)
May 23 2019 - 04:05PM
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):
May 20, 2019
MARIMED
INC.
|
(Exact
name of registrant as specified in its charter)
|
Delaware
|
|
0-54433
|
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27-4672745
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(State
or other jurisdiction
|
|
(Commission
|
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(IRS
Employer
|
of
incorporation)
|
|
File
Number)
|
|
Identification
No.)
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10
Oceana Way, Norwood, Massachusetts
|
|
02062
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(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)
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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
|
|
Ticker
symbol(s)
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Name
of each exchange on which registered
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Not
Applicable.
|
|
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.
As previously reported by the Registrant, in
July 2018, the Registrant entered into a purchase agreement (the “Purchase Agreement”) to acquire AgriMed Industries
of PA LLC (“AgriMed”), an entity that holds a license from the state of Pennsylvania for the cultivation of cannabis.
The purchase price was comprised of $8 million, payable in stock and cash, and the assumption of certain liabilities of AgriMed.
In February 2019, the Registrant commenced legal proceedings against AgriMed seeking specific performance of the Purchase Agreement.
On May 20, 2019, the dispute between the parties was resolved through the cash payment to the Registrant of $3 million and other
good and valuable consideration, in exchange for the Registrant relinquishing its rights under the Purchase Agreement and releasing
its claims against AgriMed.
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:
May 23, 2019
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By:
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/s/
ROBERT FIREMAN
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Robert
Fireman, CEO
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