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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): September 7, 2022
MARIMED
INC.
(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 ☒
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 5.02. | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
(c)
and (e): Effective September 7, 2022 (the “Effective Date”), MariMed Inc. (the “Company”) promoted
Jon Levine, Chief Administrative Officer of the Company, to President of the Company replacing Robert Fireman in that position (the “Promotion”).
Mr. Fireman will continue in his roles as the Company’s Chief Executive Officer and Chairman of the Board.
On
the Effective Date, in connection and consistent with Mr. Levine’s Promotion to the position of President of the Company,
Mr. Levine’s employment agreement with the Company was amended to change his title to President, and to reflect responsibilities
and duties commensurate with that position. A copy of the form of the amendment to his employment agreement is attached as Exhibit 10.1
hereto.
On
the Effective Date, the Company issued a press release announcing the Promotion, a copy of which is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
| Item 9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits
**********
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.
| |
MARIMED INC. |
| |
|
|
| Dated:
September 7, 2022 |
By: |
/s/
Susan Villare |
| |
|
Susan Villare, Chief Financial
Officer |
Exhibit
10.1
MariMed
Inc.
THIRD
AMENDMENT TO EMPLOYMENT AGREEMENT
Effective
Date: September 7, 2022
This
Third Amendment to the Employment Agreement (this “Agreement”) is between MARIMED INC., a Delaware corporation (the “Company”
or “MariMed”), and JON R. LEVINE, an individual (the “Executive”).
WHEREAS,
the Company and the Executive entered into an Employment Agreement effective as of dated July 1, 2021, as amended by the First Amendment
to Employment Agreement effective as of September 22, 2021 and the Second Amendment to Employment Agreement effective as of May 12, 2022,
providing for the continued employment of the Executive (the “Original Agreement”); and
WHEREAS,
the Company and the Executive seeks to amend the Original Agreement in accordance with the terms of this Agreement.
NOW,
THEREFORE, in consideration of good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
The Original Agreement is hereby amended as follows:
(a)
Section 2(a) of the Original Agreement is hereby amended to change Executive’s title, duties and responsibilities and as amended
Section 2(a) shall read as follows:
“During
the Term, the Executive will serve as the President of the Company. The Executive will have such duties and responsibilities, consistent
with past practice, as are customary for the position of President and such other duties and responsibilities as are reasonably assigned
to him by the Board of Directors of the Company (the “Board”). The Executive shall report to and be supervised by the Board.”;
and
(b)
All references to “Chief Administrative Officer” are hereby amended and replaced with “President.”
2.
Except as otherwise amended by this Agreement, all other provisions of the Agreement shall remain in full force and
effect.
[SIGNATURE
PAGE FOLLOWS ON THE NEXT PAGE]
The
undersigned hereby execute this Agreement as of the Effective Date stated above.
| MARIMED
INC. |
|
| |
|
|
| By: |
/s/
Robert Fireman |
|
| |
Robert
Fireman |
|
| |
Chief
Executive Officer |
|
| |
|
|
| |
/s/
Jon R. Levine |
|
| |
Jon
R. Levine |
|
Exhibit
99.1
MariMed
Appoints Jon Levine as President
NORWOOD,
Mass., September 7, 2022 – MariMed, Inc. (CSE: MRMD), (OTCQX: MRMD) (“MariMed” or the “Company”),
a leading multi-state cannabis operator (“MSO”) focused on improving lives every day, today announced the appointment of
Jon Levine as President, effective immediately.
Mr.
Levine co-founded MariMed with Chief Executive Officer Bob Fireman over a decade ago. The two executives, with current Chief Operating
Officer Tim Shaw, built the foundation of the business that has grown to become a leader in the cannabis industry. Mr. Levine’s
sound financial discipline as Chief Financial Officer enabled MariMed to continually deliver some of the best financial results among
publicly traded MSOs. He was subsequently elevated to the position of Chief Administration Officer, with responsibility for the Company’s
sales, marketing, operations, financial reporting, and communications functions.
“I
am thrilled to announce Jon’s appointment as President of the Company, a role that includes his continued oversight of the day-to-day
management of the Company,” said MariMed CEO Bob Fireman. “Jon will also assist me with our capital market activities and
public appearances, enabling me to focus more on evolving our proven strategic and growth plans as the cannabis industry landscape continues
to change.”
Mr.
Fireman continued, “The consolidation in the cannabis industry and other factors have opened new opportunities for MariMed to expand
and grow at an accelerated pace. With a deep and experienced management team, great brands, and a strong balance sheet, we are poised
to seize these opportunities.”
“I
am so proud of the Company that Bob and I have built, and the great team that has helped us achieve our success to date,” said
MariMed President Jon Levine. “I look forward to our next chapter of the journey as President of MariMed.”
About
MariMed
MariMed
Inc., a multi-state cannabis operator, is dedicated to improving lives every day through its high-quality products, its actions, and
its values. The Company develops, owns, and manages seed to sale state-licensed cannabis facilities, which are models of excellence in
horticultural principles, cannabis cultivation, cannabis-infused products, and dispensary operations. MariMed has an experienced management
team that has produced consistent growth and success for the Company and its managed business units. Proprietary formulations created
by the Company’s technicians are embedded in its top-selling and award-winning products and brands, including Betty’s
Eddies, Nature’s Heritage, Bubby’s Baked, K Fusion, Kalm Fusion, and Vibations: High + Energy. For additional
information, visit www.marimedinc.com.
Investor
Relations Contact:
Steve
West
Vice
President, Investor Relations
Email:
ir@marimedinc.com
Phone:
(781) 277-0007
Media
Contact:
Trailblaze
PR
Email:
marimed@trailblaze.co
Company
Contact:
Howard
Schacter
Chief
Communications Officer
Email:
hschacter@marimedinc.com
Phone:
(781) 277-0007
###