NOTE 6 – EQUITY

Preferred Stock

In January 2017, the Company increased the number of authorized shares of preferred stock from 5 million to 50 million shares.

During the six months ended June 30, 2017, the Company issued subscriptions on 200,000 shares of Series A convertible preferred stock at $1.00 per share. No subscriptions were issued during the same period in 2018.

Series A convertible preferred stock accrues an annual dividend of six percent until conversion, and is convertible, along with any accrued dividends, into common stock at a twenty-five percent discount to the selling price of the common stock in a qualified offering, as defined in the subscription agreement. In addition, the Company shall have the ability to force the conversion of preferred stock at such time the Company has a market capitalization in excess of $50 million for ten consecutive trading days. In such event, the conversion price shall be a 25% discount to the average closing price of the Company’s common stock over the ten trading days prior to the Company’s notice of its intent to convert.

In January 2018, all 500,000 shares of subscribed Series A convertible preferred stock were converted into 970,989 shares of common stock at a conversion price of $0.55 per share. The Company recorded a non-cash loss on conversion of approximately $34,000 based on the market value of the common stock on the conversion date. No shares were converted during the same period in 2017.

Common Stock

In January 2017, the Company increased the number of authorized shares of common stock from 100 million to 500 million shares.

In June 2017, the Company issued 75 million shares of common stock to acquire the remaining 49% interest in its subsidiary MariMed Advisors Inc.

During the six months ended June 30, 2018, the Company sold 10,111,578 shares of common stock at prices ranging from $0.50 to $1.37 per share, resulting in total proceeds of $8,461,000. During the same period in 2017, the Company sold 22,178,888 shares of common stock at prices of $0.18 and $0.25 per share, resulting in total proceeds of $5,200,000.

During the six months ended June 30, 2018 and 2017, the Company issued 1,313,901 and 498,543 shares of common stock, respectively for services rendered by third parties. The Company recorded non-cash losses of approximately $959,000 in 2018 and $18,000 in 2017, based on the market value of the common stock on the issuance dates.

Common Stock Subscriptions

In October 2017, the Company issued subscriptions on 1,000,000 shares of common stock as part of the purchase price of the Betty’s Eddies™ acquired assets, as disclosed in Note 3. The common shares associated with these subscriptions were issued in June 2018.

During the six months ended June 30, 2018, the Company issued subscriptions on 264,317 shares of common stock to acquire iRollie LLC, as disclosed in Note 3. Also during this period, the Company issued (i) subscriptions on 32,083 shares of common stock for the exercise of a warrant, (ii) subscriptions on 2,001,641 shares of common stock to settle $1,951,600 of vendor invoices, where the number of subscriptions issued was determined using the fair value of the stock on the issuance date, and (iii) subscriptions on 9,281 shares of common stock, equivalent to an aggregate amount of $20,000, for the payment of rent for the months of May and June 2018 for a leased property in Massachusetts. No subscriptions on common stock were issued during the same period in 2017.

All of the subscriptions on common stock referred to above are reflected under the caption Common Stock Subscriptions within the current liabilities section of the Company’s balance sheet.

Membership Interests

During the six months ended June 30, 2017, the Company issued 1,667 Class A membership units of Mari Holdings MD LLC, a majority-owned subsidiary, for $150,000. These units represented 0.33% ownership of this subsidiary at June 30, 2017. No membership units were issued during the six months ended June 30, 2018.