8-K

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): May 10, 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
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(Address of principal executive<br> 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<br> Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the<br> Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b)<br> under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c)<br> under the Exchange Act (17 CFR 240.13e-4(c))

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

Title<br> of each class	Ticker<br> symbol(s)	Name<br> 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. ☐

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Item 2.02. Results of Operations and Financial Condition.

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On May 10, 2022, MariMed Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing its financial results for the three-month period ended March 31, 2022.

Item 7.01. Regulation FD Disclosure.

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On May 11, 2022, the Company hosted a conference call for investors to discuss its financial condition and operating results for the three month period ended March 31, 2022, as well as other relevant matters. The Company used an Investor Presentation on the call, which is posted on the Company’s website at https://ir.marimedinc.com/. A transcript of the call and a copy of the Investor Presentation are attached hereto as Exhibit 99.2 and 99.3, respectively.

The information furnished pursuant to this Item 7.01 shall not be deemed to constitute an admission that such information is required to be furnished pursuant to Regulation FD or that such information or exhibits contain material information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br> <br>No.	****<br><br> <br>Description
99.1	Press release, dated May 10, 2022, announcing financial results for the three-month period ended March 31, 2022.
99.2	Transcript of investor conference call held on May 11, 2022.
99.3	Investor Presentation, dated May 10, 2022
104	Cover Page Interactive Data File (embedded within the<br> Inline XBRL document).

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Items 2.02 and 7.01, including Exhibits 99.1 and 99.2, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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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:<br> May 16, 2022
	By:	/s/ Susan M. Villare
		Susan M. Villare, Chief<br> Financial Officer

Exhibit99.1

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MariMedReports First Quarter 2022 Earnings

RevenueGrew 27% Year Over Year

Non-GAAPAdjusted EBITDA Grew 29% Year Over Year

CompanyMaintains Full Year 2022 Guidance

NORWOOD,MA, May 10, 2022 - MariMed, Inc. (OTCQX: MRMD) (“MariMed” or the “Company”), a leading multi-state cannabis operator focused on improving lives every day, today announced its financial results for the first quarter ended March 31, 2022.

“I am very pleased with our solid financial results this past quarter despite a slowdown in our industry coupled with rising inflation in the U.S.,” said Bob Fireman, Chief Executive Officer of MariMed. “We are executing on our strategic growth plan, as evidenced by the recent closings of both our Maryland and Illinois acquisitions. We will continue delivering on our promises to our shareholders, including maintaining our standing as one of the best stewards of capital in our industry.”

SelectedFinancial Highlights

	Three Months Ended<br><br>March 31,						YoY
($ in thousands)	2022			2021			Change (%)
Revenues	$	31,282		$	24,643			27	%
Gross Profit	$	16,976		$	13,186			29	%
Gross Margin		54.3	%		53.5	%
Operating Expenses	$	9,927		$	6,148			61	%
Non-GAAP Adj. EBITDA^1^	$	10,362		$	8,033			29	%
Non-GAAP Adj. EBITDA Margin^1^		33.1	%		32.6	%
Cash Provided By Operations	$	8,490		$	6,759			26	%
Working Capital	$	20,129		$	17,390			16	%

^1.^Please see the reconciliations of non-GAAP financial measure to the most directly comparable GAAP measures in the “Non-GAAP financial measures” section.

CONFERENCECALL

MariMed management will host a conference call on Wednesday, May 11, 2022, to discuss these results at 8:00 a.m. Eastern time. The conference call may be accessed through MariMed’s Investor Relations website by clicking the following link: MariMed Q122 Earnings Call.

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FIRSTQUARTER OPERATIONAL HIGHLIGHTS

●	Revenue<br> from retail dispensary operations grew 41% compared to the first quarter of 2021, which was driven by a new dispensary in Metropolis,<br> Illinois, and higher customer counts in both Illinois and Massachusetts.
●	Revenue<br> from wholesale operations grew 6% compared to the first quarter of 2021 as a result of both the increased production from MariMed’s<br> manufacturing facility and the increased number of licensed dispensary clients in Massachusetts.
●	Revenue<br> from licensing, management fees, and real estate income increased 2% compared to the first quarter of 2021 as a result of the continued<br> success of the Company’s award-winning brands that are licensed in seven states and Puerto Rico, as well as growth in the Company’s<br> managed businesses.
●	The<br> Company launched Vibations: High + Energy, entering the fast-growing beverage category with a line of THC-infused powdered<br> drink mixes in Massachusetts.
●	The<br> Company licensed its award-winning portfolio of branded edibles, including Betty’s Eddies, Bubby’s Baked, k Fusion,<br> and Vibations: High + Energy, to its partner in Delaware.

SIGNIFICANTBUSINESS DEVELOPMENTS

Subsequent to the end of the first quarter 2022, the Company announced the following significant business developments:

●	April 7: The Company announced it filed a preliminary non-offering long-form prospectus in Canada. The Company also intends to apply<br> to list its common shares on the Canadian Securities Exchange (CSE). The Company believes trading on the CSE will increase liquidity<br> for shareholders and provide easier access to Canadian retail and institutional investors, in addition to U.S. investors on the OTCQX<br> market.
●	April 28: The Company announced it closed on the acquisition of Kind Therapeutics USA, LLC (“Kind”), a leading vertically<br> integrated cannabis operation in Maryland, that MariMed developed and managed for several years. The Company now operates a cultivation<br> and processing facility in a 180,000 square foot industrial building in Hagerstown and plans to open and operate a medical dispensary<br> in Annapolis later this summer.
●	May 5: The Company announced it closed on the acquisition of a craft cannabis license in Illinois, enabling MariMed to become fully<br> vertical in this high-growth state. Construction of a new cultivation and processing facility in Mount Vernon, Illinois is underway.<br> When completed, the Company expects to sell its portfolio of award-winning brands in its four Thrive dispensaries and into<br> the Illinois wholesale marketplace. The Company expects this will lead to increased revenue and gross margins in Illinois beginning<br> in late 2022.

2022FINANCIAL GUIDANCE MAINTAINED

The Company maintained its previous financial guidance for fiscal year 2022, including:

●	Revenue<br> of $145 million to $150 million.
●	Gross<br> margin in line with fiscal 2021 gross margin of 54% to 55%
●	Non-GAAP<br> Adjusted EBITDA of $47 million to $52 million.
●	Capital<br> Expenditures of approximately $25 million.

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“We ended the first quarter with a cash balance of $33.5M and generated positive cash flow from operations of $8.5 million. Our strong first quarter financials during an industry-wide slowdown, gives us confidence we will meet or beat our financial guidance for 2022,” said Jon Levine, Chief Financial Officer of MariMed.

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The table below reconciles Net Income to Adjusted EBITDA:

	Three Months Ended March 31,
($ in thousands)	2022			2021
Net income	$	4,241		$	4,310
Interest expense, net		150			1,478
Income taxes		3,660			1,204
Depreciation and amortization		842			639
Non-GAAP EBITDA		8,893			7,631
Stock Based Compensation		2,471			300
Amortization of warrant issuances		-			56
Loss on equity Issued to settle Obligations		-			1
Gain (loss) on change in fair value of investment		(48	)		45
Other investment income		(954	)		-
Non-GAAP Adj. EBITDA	$	10,362		$	8,033

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DISCUSSIONOF NON-GAAP FINANCIAL MEASURES

The Company has provided in this release non-GAAP Adjusted EBITDA as a supplement to Revenues, Gross Profit, and other financial measures prepared in accordance with GAAP.

Management defines non-GAAP Adjusted EBITDA as net income, determined in accordance with GAAP, excluding the following items:

●	interest<br> income and interest expense;
●	income<br> taxes;
●	depreciation<br> of fixed assets and amortization of intangible assets;
●	non-cash<br> expenses on debt and equity issuances;
●	impairment<br> or write-downs of intangible assets;
●	unrealized<br> gains and losses on investments and currency translations;
●	legal<br> settlements;
●	gains<br> or losses from the extinguishment of debt via the issuance of equity;
●	discontinued<br> operations; and
●	merger-<br> and acquisition-related transaction expenses.

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Management believes Non-GAAP Adjusted EBITDA is a useful measure to assess the performance of the Company as it provides meaningful operating results by excluding the effects of expenses that are not reflective of its operating business performance. In addition, the Company’s management uses Adjusted EBITDA to understand and compare operating results across accounting periods, and for financial and operational decision making. The presentation of non-GAAP Adjusted EBITDA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP.

Management believes that investors and analysts benefit from considering non-GAAP Adjusted EBITDA in assessing the Company’s financial results and its ongoing business as it allows for meaningful comparisons and analysis of trends in the business. Non-GAAP Adjusted EBITDA is used by many investors and analysts themselves, along with other metrics, to compare financial results across accounting periods and to those of peer companies.

As there are no standardized methods of calculating non-GAAP measurements, the Company’s calculations may differ from those used by analysts, investors, and other companies, even those within the cannabis industry, and therefore may not be directly comparable to similarly titled measures used by others.

For further information, please refer to the Company’s Quarterly Report on Form 10-Q for the three month period ended March 31, 2022 available on MariMed’s Investor Relations website at www.ir.marimedinc.com or on Edgar’s website at www.SEC.gov.

ABOUTMARIMED

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.

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IMPORTANTCAUTION REGARDING FORWARD LOOKING STATEMENTS:

This release contains certain forward-looking statements and information relating to MariMed Inc. that is based on the beliefs of MariMed Inc.’s management, as well as assumptions made by and information currently available to the Company. Such statements reflect the current views of the Company with respect to future events, including consummation of pending transactions, launch of new products, expanded distribution of existing products, obtaining new licenses, estimates and projections of revenue, EBITDA and Adjusted EBITDA and other information about its business, business prospects and strategic growth plan which are based on certain assumptions of its management, including those described in this release. These statements are not guaranteeing of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company’s services and products, changes in the law and its enforcement, and changes in the economic environment. Additional risk factors are included in the Company’s public filings with the Securities and Exchange Commission. Should one or more of these underlying assumptions prove incorrect, actual results may vary materially from those described herein as “hoped,” “anticipated,” “believed,” “planned, “estimated,” “preparing,” “potential,” “expected,” “looks” or words of a similar nature. The Company does not intend to update these forward-looking statements. None of the content of any of the websites referred to herein (even if a link is provided for your convenience) is incorporated into this release and the Company assumes no responsibility for any of such content.

All trademarks and service marks are the property of their respective owners.

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ForMore Information, Contact:

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InvestorRelations:

Steve West, Vice President, Investor Relations

Email: ir@marimedinc.com

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MediaContact:

Trailblaze PR

Email: marimed@trailblaze.co

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CompanyContact:

Howard Schacter, Chief Communications Officer

Email: hschacter@marimedinc.com

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Exhibit99.2

Exhibit99.3