SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
NOTIFICATION OF LATE FILING
|Commission File Number 0-54433|
|(Check One):||[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D|
|[ ] Form N-CEN [ ] Form N-CSR|
For Period Ended: December 31, 2018
|[ ]||Transition Report on Form 10-K|
|[ ]||Transition Report on Form 20-F|
|[ ]||Transition Report on Form 11-K|
|[ ]||Transition Report on Form 10-Q|
For the Transition Period Ended: _________________
Read Instruction (on back page) Before Preparing Form. Please Print or Type
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of’ the filing checked above, identify the item(s) to which the notification relates: _____________________________________________________________________
PART I REGISTRANT INFORMATION
Full Name of Registrant: MariMed Inc.
Former Name if Applicable
Address of Principal Executive Office (Street and Number): 10 Oceana Way
City, State and Zip Code: Norwood, Massachusetts 02062
PART 11 RULE 12b-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
|[X]||(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;|
|[X]||(b) The subject annual report, semi-annual report, transition report on form 10-K, 20-F, 11-K, Form N-CEN or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form IO-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and|
|[ ]||(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.|
PART III NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.
The Company is unable to file its Annual Report on Form 10-K for the year ended December 31, 2018 (the “Form 10-K”) within the prescribed time period. The inability to meet the filing deadline was caused by the resignation of the Company’s former audit firm (the “Former Audit Firm”) in December 2018 due to the Former Audit Firm’s incapacity to rotate audit partners as required by Section 10A of The Securities Exchange Act of 1934 and Section 203 of the Sarbanes-Oxley Act of 2002.
As disclosed in the Company’s 8-K filing on this matter dated December 6, 2018, there were no disagreements with the Former Audit Firm on any matters, and no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K. The Former Audit Firm had issued “clean” audit opinions on the Company’s financial statements.
Such late resignation by the Former Audit Form did not leave enough time for the Company’s new audit firm (the “New Audit Firm”) to plan and perform a proper year-end audit in accordance with the standards of the Public Company Accounting Oversight Board. Accordingly, the New Audit Firm asked the Company to file this notification of late filing so they could complete their audit.
The Company expects to file the Form 10-K within the extension period of 15 calendar days as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
PART IV OTHER INFORMATION
|(1)||Name and telephone number of person to contact in regard to this notification|
|(Name)||(Area Code)||(Telephone Number)|
(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
For the reasons stated above in Part III, the registrant cannot quantify at this time the changes in its results of operations, but believes that, as compared to the prior year, its revenues will increase and its net income will decrease, due to non-cash charges.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
|Date: April 1, 2019|
|Jon Levine, CFO|
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
1. This form is required by Rule 12b-25 of the General Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of the public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amendment notification.
5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit a report within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
6. Interactive Data Submissions. This form shall not be used by electronic filers with respect to the submission or posting of an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this chapter).