Washington, D.C. 20549





Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 10, 2020



(Exact name of registrant as specified in its charter)


Delaware   0-54433   27-4672745
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


10 Oceana Way, Norwood, Massachusetts   02062
(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))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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 [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 1.01 Entry into a Material Definitive Agreement.


On February 10, 2020, MariMed Inc. (the “Registrant”) entered into an Amendment Agreement (the “Amendment Agreement”) with respect to the Facility Agreement and Promissory Note (the “Original Note”) dated as of June 4, 2019 between the Registrant, MariMed Hemp, Inc., a wholly owned subsidiary of the Registrant and SYYM LLC (the “Holder”). The Original Note provided for a payment in the amount of $11,500,000 on January 31, 2020 from the Registrant to the Holder. Pursuant to the terms of the Amendment Agreement, the Registrant issued to the Holder an Amended and Restated Promissory Note (the “New Note”) in the principal amount of $11,500,000, bearing interest at the rate of fifteen percent per annum, due on June 15, 2020, with minimum amortization payments of $3,000,000 due on or before April 30, 2020. The New Note is secured by a first priority security interest in the assets of certain of the Registrant’s subsidiaries and brands and a pledge of the Registrant’s ownership interest in certain of its subsidiaries.


The forgoing 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








  4.1   Amended and Restated Promissory Note, dated February 10, 2020, in the principal amount of $11,500,000, issued by MariMed Hemp Inc. and MariMed Inc.
  10.1   Amendment Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral agent (the “Holder”), and MariMed, Inc. and MariMed Hemp, Inc., as co-borrowers.






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.


Dated: February 12, 2020    
  By: /s/ Jon R. Levine
    Jon R. Levine, Chief Financial Officer