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 1, 2021

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):

Securities registered pursuant to Section 12(b) of the Act: None.

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. ☐

On March 1, 2021, MariMed Inc. (the “Company”) entered into a Securities Purchase Agreement (the “SPA”), with Hadron Healthcare Master Fund, a Cayman Islands exempted company (“Hadron”), with respect to a $46 million financing facility. On March 2, 2021, an initial funding occurred under the SPA pursuant to which Hadron purchased $23 million of Units for $3.70 per Unit. Each Unit consists of one share of newly authorized Series C Convertible Preferred Stock of the Company (the “Series C Preferred Stock”) and a common stock purchase warrant (the “Warrant”). Each share of Series C Preferred Stock is convertible, at Hadron’s option, into five shares of common stock and each Warrant is exercisable, at an exercise price of $1.087 per share, for one-half of a share of common stock for each conversion share (2 ½ Warrant shares per Unit). The balance of the committed funds (up to $23 million) will be issued on the same terms and will be available for the Company to complete the consolidation of other state cannabis business units into the Company.

The foregoing description of the SPA, the Series C Preferred Stock, the Warrant and related transactions does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, the Series C Convertible Preferred Stock Certificate of Designation and the Warrant, filed as Exhibits 10.13, 3.1.4 and 4.7, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

On March 1, 2021, in connection with the SPA, the Company filed a Certificate of Designation to designate the rights and preferences of the Series C Preferred Stock with the Secretary of State of Delaware. A copy of the Certificate of Designation is attached hereto as Exhibit 3.1.4.

On March 2, 2021, MariMed Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing the transaction with Hadron.

* * * * *

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.