Current Report Filing (8-k)
June 20 2018 - 6:04AM
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 19, 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 May 15, 2018 and
May 31, 2018, MariMed Inc. (the “Company”) sold an aggregate of 7,241,997 shares of common stock for total proceeds
of $6,513,000. Included in these sales were warrants to purchase an additional 3,206,500 shares of common stock
at an exercise price of $1.75 per share, expiring in May 2021.
During the period March
31, 2018 to June 19, 2018, the Company converted $300,000 of promissory notes into 333,333 shares of common stock. Also
during this period, the Company issued 180,439 shares of common stock to settle approximately $120,000 of outstanding
obligations, and issued 100,000 shares of common stock pursuant to a mutual release agreement with a former employee.
As a result of the above,
the Company issued an aggregate of 7,855,769 shares of common stock representing 4.3% of previously reported total common
stock outstanding on May 14, 2018, and will have a total of 191,304,614 shares outstanding as of June 19, 2018. All shares
were issued in exempt private placement transactions under Section 4(2) of the Securities Act of 1933, as amended, to persons
who are “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:
June 19, 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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