Current Report Filing (8-k)
June 10 2019 - 5:14PM
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):
June 4, 2019
MARIMED
INC.
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(Exact
name of registrant as specified in its charter)
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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
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(Former
Name or Former Address, if Changed Since Last Report)
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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.
On June 4, 2019, MariMed Hemp, Inc. (“MMH”), a subsidiary of the Registrant, consummated a $10
million financing with a third party evidenced by the issuance of a promissory note (the “Financing”). The Registrant
is a co-borrower under the promissory note and jointly and severally liable with MMH for payment thereunder. The promissory note
has a maturity date of January 31, 2020, is subject to pre-payment by the borrower in its sole discretion, and stipulates a 15%
fee, payable upon maturity or earlier pre-payment. No further interest is payable other than upon an event of default. In connection
with the Financing, the Registrant issued the lender three-year warrants to purchase 375,000 shares of the Registrant’s common
stock at an exercise price of $4.50 per share.
The
proceeds of the Financing were used to purchase genetic hemp seeds for inventory (the “Inventory”). At the time of
the Financing, MMH had an existing order to sell the Inventory, to an entity in which the Registrant has a minority interest,
for $16 million, payable on or before December 1, 2019. Based upon the spread between the Inventory’s purchase price
and the sales price, and after giving effect to the cost of the Financing, including related expenses, the Registrant
expects to realize an operating profit in 2019 from these transactions of approximately $4.3 million. The foregoing expectation
assumes full performance by all parties.
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:
June 10, 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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