Current Report Filing (8-k)
April 01 2021 - 4:31PM
Edgar (US Regulatory)
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2021-04-01
2021-04-01
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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): April 1, 2021
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
|
|
(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)
|
|
|
☐
|
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))
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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)
|
|
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
1.01 Entry into a Material Definitive Agreement.
On
April 1, 2021, MariMed Inc. (the “Registrant”) entered into an Amendment Agreement (the “Amendment Agreement”)
to amend and restate the Second Amended and Restated Promissory Note, dated June 24, 2020 (the “Second Amended and Restated
Note”), in the original principal amount of $8,811,653.84 issued to SYYM LLC (the “Holder”). Pursuant to the
terms of the Amendment Agreement, the Registrant issued to the Holder a Third Amended and Restated Promissory Note (the “New
Note”) in the principal amount of $3,211,653.84, the outstanding balance on the Second Amended and Restated Note, bearing
nominal interest (0.12% per annum), and due on April 1, 2023
(the “Maturity Date”). The entire outstanding principal balance of the New Note, all accrued and unpaid interest thereon
and all other amounts required to be paid thereunder are due and payable on the Maturity Date. The New Note is convertible into
shares of the Registrant’s common stock at the option of the Holder at $0.35 per share (an increase from the conversion
price under the Second Amended and Restated Note which was $0.30), subject to a 4.9% beneficial ownership limitation. The resale
of any shares issued upon such conversion of the New Note are subject to monthly volume limitations. The New Note is a general
unsecured obligation of the Registrant and all collateral pledged as security for the Second Amended and Restated Note has been
released.
The
foregoing is qualified in its entirety by reference to the Amendment Agreement and New Note filed herewith as Exhibit 10.1 and
4.1, respectively.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
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|
Description
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|
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4.1
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|
Third Amended and Restated Promissory Note, dated April 1, 2021, in the principal amount of $3,211,653.84, issued by MariMed Hemp Inc. and MariMed Inc. to SYYM LLC.
|
|
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10.1
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Amendment Agreement dated April 1, 2021, between SYYM LLC, as noteholder and collateral agent, and MariMed, Inc. and MariMed Hemp, Inc., as co-borrowers.
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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:
April 1, 2021
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By:
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/s/
Jon R. Levine
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Jon
R. Levine, Chief Financial Officer
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MariMed (QX) (USOTC:MRMD)
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