Current Report Filing (8-k)
March 14 2018 - 4:56PM
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):
March 13, 2018
MARIMED
INC.
(Exact
name of registrant as specified in its charter)
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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26
Ossipee Road, Newton, Massachusetts
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02464
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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
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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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
3.02. Unregistered Sales of Equity Securities.
Between
November 15, 2017 and February 23, 2018, MariMed Inc. (the “Company”) sold an aggregate of 6,950,109 shares of common
stock for a total of $2,828,000. The offerings were made at a discount to market at three separate price points to reflect the
rising price of the stock during this period. No price point was set at a discount greater than 20% to market, resulting in a
weighted average discount of 15% across all price points.
Between December 1, 2017
and February 19, 2018, holders of previously issued promissory notes totaling $1,250,000 converted such promissory notes
into 2,510,490 shares of common stock at an average price per share of approximately $0.50.
On March 9, 2018, the Company converted 500,000 shares of Series A convertible preferred stock, including undeclared dividends
on such stock, into 970,988 shares of common stock at an average conversion price per share of approximately $0.55.
As
a result of the above, the Company issued (or will issue) an aggregate of 10,431,887 shares of common stock representing approximately
6.1% of previously reported total common stock outstanding on November 14, 2017. All shares were (or will be) issued in exempt
private placement transactions under Section 4(2) of the Securities Act of 1933, as amended, to persons who were “accredited
investors” without the use of public advertising or the payment of placement fees or commissions.
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:
March 14, 2018
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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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