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

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Date of Report (Date of earliest event reported): August 8, 2022

MARIMED INC.
(Exact<br> name of registrant as specified in its charter)
Delaware	0-54433	27-4672745
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(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 offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 795-5140

(Former Name or Former Address, if Changed Since Last<br> 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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Item2.02. Results of Operations and Financial Condition.

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On August 8, 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- and six-month periods ended June 30, 2022.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br><br> <br>No.	Description
99.1	Press release, dated August 8, 2022, announcing financial results for the three- and six-month periods ended June 30, 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 Item 2.02, including Exhibit 99.1 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

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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: August 8, 2022
	By:	/s/ Susan M. Villare
		Susan M. Villare, Chief Financial Officer

Exhibit99.1

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MariMedReports Second Quarter 2022 Earnings

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NORWOOD,MA, August 8, 2022 - MariMed, Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQX: MRMD), a leading multi-state cannabis operator focused on improving lives every day, today announced its financial results for the second quarter ended June 30, 2022.

“We executed on our strategic plan, growing revenue both year-over-year and sequentially,” said Bob Fireman, Chief Executive Officer of MariMed. “Our growth was driven by increased traffic in our dispensaries despite the headwinds facing the entire industry and inflation in the U.S. being at a 40-year high. We continue to report some of the strongest financial results in the industry and remain poised for reaccelerated revenue and earnings growth in 2023 and beyond.”

FinancialHighlights^1^

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The following table summarizes the consolidated financial highlights for the three months ended June 30, 2022 and 2021 (in millions, except percentage amounts):

	Three months ended
	June 30,
	2022			2021
Revenue	$	33.0		$	32.6
Gross Margin		45	%		60	%
GAAP Net income	$	1.9		$	7.6
Non-GAAP Adjusted EBITDA	$	8.9		$	13.9
Non-GAAP Adjusted EBITDA Margin		27	%		43	%
Working Capital	$	8.9		$	13.9

^1^Please see the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” in the attached schedules.

CONFERENCECALL

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MariMed management will host a conference call on Tuesday, August 9, 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 Q222 Earnings Call.

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SECONDQUARTER OPERATIONAL HIGHLIGHTS

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During the second quarter, the Company executed on multiple facets of its strategic growth plan, including:

●	April 27: The Company completed the acquisition of Kind Therapeutics USA, a Maryland cannabis operator specializing in the<br> cultivation, production, and wholesale sales of cannabis flower, concentrates, and other edibles from its 180,000 square foot<br> facility in Hagerstown. MariMed is in the process of opening a dispensary in Annapolis, which will lead to the Company’s<br> operations becoming fully vertical in the state.
●	May 5: The Company completed the acquisition and received final approval of an<br> Illinois wholesale “craft grow” license transfer.  MariMed subsequently acquired a facility in Mt. Vernon,<br> Illinois and began construction on this new cultivation and processing facility, which will allow the Company to grow, produce and<br> wholesale its award-winning branded products throughout the state of Illinois.
●	May 18: MariMed announced it was selected to receive a provisional dispensary license by the Ohio Board of Pharmacy, which allows<br> the Company to build a medical dispensary in Tiffen, Ohio, which will be operational in 2023. Ohio marks the sixth state in which<br> MariMed owns or manages cannabis operations.
●	June 29: The Company announced a licensing deal with a partner to sell its award-winning Betty’s Eddies fruit<br> chews into the Maine adult-use cannabis market, beginning later this year.  This licensing deal is in addition to a licensing<br> deal already in place to sell Betty’s Eddies into Maine’s medical cannabis market with another partner.

OTHERBUSINESS DEVELOPMENTS

Subsequent to the end of the second quarter, the Company announced the following business developments:

●	July 12: MariMed announced the dual listing of its common shares on the Canadian Securities Exchange (“CSE”) under the<br> stock symbol MRMD. Management believes a dual listing on the CSE allows easier access for institutional and retail investors in Canada<br> and North America to acquire MariMed stock.  The Company has already seen new institutional investors taking equity positions<br> in the Company’s common stock.
●	July 18: MariMed announced the approval of its expanded state-of-the-art kitchen in Maryland. The nearly ten-fold expansion allows<br> the Company to produce all its award-winning branded products including Betty’s Eddies fruit chews, Bubby’s Baked, Kalm Fusion, and Vibations drink mixes. The Company also introduced a brand-new line of gummies<br> for the Maryland medical cannabis market.
●	August 4: The Company announced the launch of its new Betty’s Eddies ice cream in cooperation with Boston based Emack & Bolio’s^®^ ice cream company. Betty’s Eddies ice cream is currently available in select<br> cannabis dispensaries in Massachusetts offering both dairy and vegan choices.
●	August 8: The Company announced the acquisition<br> of a conditional dispensary license in the central eastern part of Illinois bordering Indiana. Once open, it will mark the fifth<br> Thrive branded dispensary the Company owns and operates in Illinois. MariMed currently owns and operates four adult-use dispensaries<br> in Anna, Harrisburg, Metropolis, and Mt. Vernon.

UPDATED2022 FINANCIAL GUIDANCE

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MariMed remains committed to its proven strategic growth plan and continues to operate some of the best cannabis facilities with some of the highest margins and returns in the cannabis industry. The Company’s revised financial targets for 2022 are as follows:

●	Revenue<br> of $135 million to $140 million versus the previous range of $145 million to $150 million.
●	Gross<br> margin of approximately 50% versus the previous range of 54% to 55%.
●	Non-GAAP<br> Adjusted EBITDA of $35 million to $40 million versus the previous range of $47 million to $52 million.
●	Capital<br> expenditures of $18 million versus the previous target of $25 million.

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“The second quarter brought some challenges to the industry and MariMed that were primarily outside of our control. We took assertive actions that drove additional traffic into our dispensaries and launched multiple new products that are increasing our sales within our wholesale business,” said Susan Villare, Chief Financial Officer of MariMed. “We are confident that the financial and operational decisions we are making positions us for accelerating growth in the near term and beyond.”

DISCUSSIONOF NON-GAAP FINANCIAL MEASURES

The Company has provided in this release several non-GAAP financial measures: non-GAAP net income, Non-GAAP Adjusted EBITDA, and non-GAAP Adjusted EBITDA margin, as a supplement to Revenue, Gross margin, and other financial measures prepared in accordance with GAAP.

Management believes these non-GAAP financial measures are useful in reviewing and assessing the performance of the Company, as they provide 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 these non-GAAP financial measures to understand and compare operating results across accounting periods and for financial and operational decision-making. The presentation of these non-GAAP measures 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 financial measures in assessing the Company’s financial results and its ongoing business, as it allows for meaningful comparisons and analysis of trends in the business. In particular, 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 financial measures, 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.

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;
●	amortization<br> of acquired intangible assets;
●	Impairment<br> or write-downs of intangible assets;
●	stock-based<br> compensation;
●	legal<br> settlements;
●	acquisition-related<br> and other;
●	other<br> income and other expense;
●	and<br> discontinued operations.

For further information, please refer to the Company’s Quarterly Report on Form 10-Q for the three month period ended June 30, 2022 available on Marimed’s Investor Relations website, on the SEC’s Edgar website in the U.S., or on the Canadian securities regulatory authorities’ SEDAR website in Canada.

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 are 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 view 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 a guarantee 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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MariMed Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	June 30,			December 31,
	2022			2021
Assets
Current assets:
Cash and cash equivalents	$	7,911			29,683
Accounts receivable, net		5,297			1,666
Deferred rents receivable		737			1,678
Notes receivable, current portion		132			127
Inventory		15,889			9,768
Investments, current		525			251
Other current assets		3,059			1,440
Total current assets		33,550			44,613
Property and equipment, net		69,132			62,150
Intangible assets, net		9,898			162
Goodwill		8,079			2,068
Notes receivable, net of current		9,116			8,987
Operating lease right-of-use assets		5,071			5,081
Finance lease right-of-use assets		541			46
Other assets		491			98
Total assets	$	135,878		$	123,205
Liabilities, mezzanine equity and stockholders’ equity
Current liabilities:
Mortgages and notes payable, current portion	$	2,734		$	1,410
Accounts payable		7,624			5,099
Accrued expenses and other		3,473			3,149
Income taxes payable		10,001			16,467
Operating lease liabilities, current portion		1,201			1,071
Finance lease liabilities, current portion		180			27
Total current liabilities		25,213			27,223
Mortgages and notes payable, net of current		20,629			17,262
Operating lease liabilities, net of current		4,420			4,574
Finance lease liabilities, net of current		338			22
Other liabilities		100			100
Total liabilities		50,700			49,181
Commitments and contingencies
Mezzanine equity:
Series B convertible preferred stock		14,725			14,725
Series C convertible preferred stock		23,000			23,000
Total mezzanine equity		37,725			37,725
Stockholders’ equity
Common stock		339			334
Additional paid-in capital		139,951			134,920
Accumulated deficit		(91,381	)		(97,392	)
Noncontrolling interests		(1,456	)		(1,563	)
Total stockholders’ equity		47,453			36,299
Total liabilities, mezzanine equity and stockholders’ equity	$	135,878		$	123,205

MariMed Inc.

Condensed Consolidated Statements of Operations

(in thousands, except percentages and per share amounts)

(unaudited)

	Three<br> months ended						Six<br> months ended
	June<br> 30,			June<br> 30,			June<br> 30,			June<br> 30,
	2022			2021			2022			2021
Revenue	$	32,986		$	32,569		$	64,268		$	57,212
Cost<br> of revenue		17,981			13,163			32,287			24,620
Gross<br> profit		15,005			19,406			31,981			32,592
Gross<br> margin		45.5	%		59.6	%		49.8	%		57	%
Operating<br> expenses:
Personnel		3,382			2,058			6,424			3,785
Marketing<br> and promotion		809			270			1,452			495
General<br> and administrative		5,565			4,282			11,793			7,453
Acquisition-related<br> and other		754			-			754			-
Bad<br> debt		-			794			14			1,819
Total<br> operating expenses		10,510			7,404			20,437			13,552
Income<br> from operations		4,495			12,002			11,544			19,040
Interest<br> and other income (expense):
Interest<br> expense		(440	)		(265	)		(753	)		(1,777	)
Interest<br> income		318			36			481			70
Other<br> (expense) income, net		(727	)		(371	)		275			(417	)
Total<br> interest and other (expense) income		(849	)		(600	)		3			(2,124	)
Income<br> before income taxes		3,646			11,402			11,547			16,916
Provision<br> for income taxes		1,750			3,813			5,410			5,017
Net<br> income		1,896			7,589			6,137			11,899
Net<br> income attributable to noncontrolling interests		73			96			126			186
Net<br> income attributable to common stockholders	$	1,823		$	7,493		$	6,011		$	11,713
Net<br> income per share attributable to common stockholders:
Basic	$	0.01		$	0.02		$	0.02		$	0.04
Diluted	$	0.00		$	0.02		$	0.02		$	0.03
Weighted<br> average common shares outstanding:
Basic		337,497			324,267			336,137			321,741
Diluted		379,626			370,257			379,225			365,324

MariMed Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Six months ended
	June 30,			June 30,
	2022			2021
Cash flows from operating activities:
Net income attributable to common stockholders	$	6,011		$	11,713
Net income attributable to noncontrolling interests		126			186
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization of property and equipment		1,552			963
Amortization of intangible assets		425			346
Stock-based compensation		5,024			1,600
Amortization of warrants attached to debt		-			539
Amortization of beneficial conversion feature		-			177
Amortization of original issue discount		-			52
Bad debt expense		14			1,819
Fees paid with stock		274			-
Loss on obligations settled with equity		-			3
Loss on changes in fair value of investments		679			415
Other investment income		(954	)		-
Changes in operating assets and liabilities:
Accounts receivable, net		(3,554	)		(3,230	)
Deferred rents receivable		99			125
Inventory		(1,795	)		(2,398	)
Other current assets		(1,267	)		(1,373	)
Other assets		(392	)		(17	)
Accounts payable		2,024			1,699
Accrued expenses and other		180			4,973
Income taxes payable		(6,467	)		-
Net cash provided by operating activities		1,979			17,592
Cash flows from investing activities:
Purchases of property and equipment		(7,854	)		(7,976	)
Business acquisitions, net of cash acquired		(12,746	)		-
Purchases of cannabis licenses		(330	)		(638	)
Advances toward future business acquisitions		73			-
Interest on notes receivable		-			119
Net cash used in investing activities		(20,857	)		(8,495	)
Cash flows from financing activities:
Proceeds from issuance of preferred stock		-			23,000
Equity issuance costs		-			(387	)
Proceeds from issuance of promissory notes		-			35
Principal payments of mortgages and promissory notes		(611	)		(16,098	)
Proceeds from exercise of stock options		3			9
Proceeds from exercise of warrants		-			61
Repayment of loans from related parties		-			(1,158	)
Principal payments of finance leases		(102	)		(18	)
Redemption of minority interests		(2,000	)		-
Distributions		(184	)		(183	)
Net cash (used in) provided by financing activities		(2,894	)		5,261
Net (decrease) increase in cash and cash equivalents		(21,772	)		14,358
Cash and equivalents, beginning of year		29,683			2,999
Cash and cash equivalents, end of period	$	7,911		$	17,357

MariMed Inc.

Reconciliation of Non-GAAP and GAAP Financial Measures

(in thousands, except percentages)

(unaudited)

	Three<br> months ended						Six<br> months ended
	June<br> 30,			June<br> 30,			June<br> 30,			June<br> 30,
	2022			2021			2022			2021
Non-GAAP<br> Adjusted EBITDA
GAAP<br> net income	$	1,896		$	7,589		$	6,137		$	11,899
Interest<br> expense, net		122			229			272			1,707
Income<br> tax provision		1,750			3,813			5,410			5,017
Depreciation<br> and amortization of property and equipment		850			501			1,552			963
Amortization<br> of acquired intangible assets		285			169			425			346
Non-GAAP<br> EBITDA (earnings before interest, taxes, depreciation and amortization)		4,903			12,301			13,796			19,932
Stock-based<br> compensation		2,553			1,244			5,024			1,600
Acquisition-related<br> and other		754			-			754			-
Other<br> expense (income), net		727			371			(275	)		417
Non-GAAP<br> adjusted EBITDA	$	8,937		$	13,916		$	19,299		$	21,949
Non-GAAP<br> Adjusted EBITDA Margin (Non-GAAP adjusted EBITDA as a percentage of revenue)
GAAP<br> net income		5.7	%		23.3	%		9.5	%		20.8	%
Interest<br> expense, net		0.4	%		0.7	%		0.4	%		3.0	%
Income<br> tax provision		5.3	%		11.8	%		8.5	%		8.7	%
Depreciation		2.6	%		1.5	%		2.4	%		1.7	%
Amortization<br> of acquired intangible assets		0.9	%		0.5	%		0.7	%		0.6	%
Non-GAAP<br> EBITDA margin		14.9	%		37.8	%		21.5	%		34.8	%
Stock-based<br> compensation		7.7	%		3.8	%		7.7	%		2.9	%
Acquisition-related<br> and other		2.3	%		-			1.2	%		-
Other<br> (income) expense, net		2.2	%		1.1	%		(0.4	%)		0.7	%
Non-GAAP<br> adjusted EBITDA margin		27.1	%		42.7	%		30.0	%		38.4	%

MariMed Inc.

Supplemental Information

Revenue Components

(in thousands)

(unaudited)

	Three<br> months ended				Six<br> months ended
	June<br> 30,		June<br> 30,		June<br> 30,		June<br> 30,
	2022		2021		2022		2021
Product<br> revenue:
Product<br> sales - retail		23,087		20,552		44,528		35,776
Product<br> sales - wholesale		7,958		8,178		14,020		13,903
Total<br> product sales		31,045		28,730		58,548		49,679
Other<br> revenue		1,941		3,839		5,720		7,533
Total<br> revenue	$	32,986	$	32,569	$	64,268	$	57,212