Item 1.01 Entry into a Material Definitive Agreement.

On June 24, 2020, MariMed Inc. (the “Registrant”) entered into an Amendment Agreement (the “Amendment Agreement”) to amend and restate the Amended and Restated Promissory Note, dated February 10, 2020, in the original principal amount of $11,500,000 issued to SYYM LLC (the “Holder”). Pursuant to the terms of the Amendment Agreement, the Registrant issued to the Holder a Second Amended and Restated Promissory Note (the “New Note”) in the principal amount of $8,811,653.84, bearing interest at the rate of fifteen percent per annum, due on June 24, 2022, with a minimum amortization payment of $4,000,000 due on or before July 15, 2020, subject to extension through July 31, 2020. The New Note is convertible into shares of the Registrant’s common stock at the option of the Holder. Any shares issues upon such conversion are subject to monthly volume limitations with respect to the resale of such shares. 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. In addition, the Registrant issued to the Holder three-year warrants to purchase up to 750,000 shares of the Registrant’s common stock at $0.50 per share (“Warrant”).

The foregoing is qualified in its entirety by reference to the Amendment Agreement, New Note and Warrant filed herewith as Exhibit 10.1, 4.1 and 4.2, respectively.