What changed in this filing

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Item 9A. Controls and Procedures

2021-03-23 compared with 2020-04-01 · 544 added, 160 removed, 49 unchanged (93% of the section changed)

1 unchanged sentence

of Disclosure Controls and Procedures

management, Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures

as of December 31, 2019.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e) and 15d-15(e)

under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required

to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported

within the time periods specified in the SEC’s rules and forms.

controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be

disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

on this evaluation, and in light of the weaknesses in our internal control over financial reporting described below, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December

Management’s

Company’s management, with the participation of its CEO and CFO, evaluated the effectiveness of the Company’s disclosure

controls and procedures (defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2020 (the “Evaluation

Based upon that evaluation, the CEO and CFO concluded that, as of the Evaluation Date, the Company’s disclosure

controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that it

files or submits under the Exchange Act (i) are recorded, processed, summarized and reported within the time periods specified

in the SEC’s rules and forms and (ii) are accumulated and communicated to the Company’s management, including its

CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Annual Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule

13a-15(f) and 15d-15(f) under the Exchange Act).

Our Chief Executive Officer and Chief Financial Officer assessed the effectiveness

of our internal control over financial reporting as of December 31, 2019.

In making this assessment, our Chief Executive

Officer and Chief Financial Officer used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission,

or COSO, in Internal Control—Integrated Framework .

Based on that assessment and using the COSO criteria, our Chief

Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2019, our internal control over financial

reporting was not effective because of the material weaknesses described below.

material weakness is defined as “a deficiency, or a combination of deficiencies in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements

will not be prevented or detected on a timely basis.”

ineffectiveness of our internal control over financial reporting at December 31, 2019, was due to the lack of a formalized

and complete set of policy and procedure documentation evidencing our system of internal controls over financial reporting.

lead to certain adjustments which have been reflected in our audited financial statements.

These weaknesses are not uncommon

in a company of our size due to personnel and financial limitations.

the year ended December 31, 2019, we implemented significant measures to remediate previously disclosed factors that lead to the

ineffectiveness of our internal control over financial reporting.

This included engagement of accounting consultants as needed

to provide expertise on specific areas of the accounting guidance, the continued hiring of individuals with appropriate experience

in internal controls over financial reporting, and the modification to our accounting processes and enhancement to our financial

controls including the ongoing testing of such controls.

Further, during the year ended December 31, 2019, we expanded our board

of directors to include a majority of independent disinterested directors;

established an audit, compensation, and corporate governance

committee of the board of directors;

and adopted a formal policy with respect to related party transactions.

2020, we intend to work to remediate the material weaknesses identified above, which is expected to include (i) the modification

to our accounting processes and enhancement to our financial controls, and/or (11) the hiring of an independent consulting

or accounting firm to review and document our internal control system to ensure compliance with COSO.

However, our current financial

position could make it difficult for us to add the necessary resources.

Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm due to a transition

period established by the Jumpstart Our Business Startups Act, or JOBS Act, for emerging growth companies.

Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting

and for the assessment of the effectiveness of internal control over financial reporting.

As defined by the SEC in Rule 13a-15(f)

and 15d-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision

of, the CEO and CFO, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally

accepted accounting principles.

Company’s internal control system is designed to provide reasonable assurances to its management and the board of directors

regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how

well designed, have inherent limitations which may not prevent or detect misstatements.

Therefore, even those systems determined

to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Company’s CEO and CFO assessed the effectiveness of its internal control over financial reporting as of December 31, 2020.

In making this assessment, the CEO and CFO used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (“COSO”) in Internal Control—Integrated Framework .

Based on that assessment and using the

COSO criteria, the CEO and CFO have concluded that, as of December 31, 2020, its internal control over financial reporting was

not effective due to the lack of a formalized and complete set of policy and procedure documentation evidencing the Company’s

system of internal controls over financial reporting (“Lack of Formal Documentation”).

Such Lack of Formal Documentation

is not uncommon in a company of the Company’s size due to personnel and financial limitations.

Company’s management intends to work to remediate the Lack of Formal Documentation, which is expected to include the hiring

of an independent consulting or accounting firm to review and document its internal control system to ensure compliance with COSO.

However, the Company’s financial position could make it difficult for it to implement this remediation.

in Internal Control over Financial Reporting

than as described above, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) or

15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) that occurred

during the year ended December 31, 2019 that has materially affected, or is reasonably likely to materially affect, our

internal control over financial reporting.

the reporting period, the Company implemented significant measures to remediate past instances of ineffectiveness of the Company’s

internal control over financial reporting, The remediation measures consisted of the engagement of accounting consultants as needed

to provide expertise on specific areas of the accounting guidance, the continued hiring of individuals with appropriate experience

in internal controls over financial reporting, and the modification of to the Company’s accounting processes and enhancement

to the Company’s financial control.

Further, the Company expanded its board of directors to include a majority of independent

disinterested directors;

established an audit, compensation, and corporate governance committee of the board of directors;

adopted a formal policy with respect to related party transactions.

than as described above, there was no change to the Company’s internal control over financial reporting (as defined in

Rules 13a-15(f) or 15d-15(f) under the Exchange Act) identified in connection with the evaluation required by Rules 13a-15(d)

or 15d-15(d) that occurred during the fiscal year ended December 31, 2020 that has materially affected, or is reasonably likely

to materially affect, the Company’s internal control over financial reporting.

Report of the Registered Public Accounting Firm

annual report does not include an attestation report of our independent registered public accounting firm regarding internal control

over financial reporting.

Management’s report was not subject to attestation by our independent registered public accounting

firm pursuant to rules of the SEC that permit us to provide only management’s report in this annual report on Form 10-K.

to rules of the SEC that permit the Company to provide only its management’s report in this annual report on Form 10-K,

an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial

reporting is not included in this Form 10-K.

OTHER INFORMATION.

In March 2021, the Company entered into

a first amendment to the securities purchase agreement with Hadron and issued an amended and restated common stock purchase warrant.

Please refer to Exhibits 10.14 and 4.7 of this Form 10-K for a complete description of the first amendment to the securities purchase

agreement and amended and restated common stock purchase warrant.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

called for by this item may be found in the Company’s definitive Proxy Statement in connection with its 2020 Annual Meeting

of Stockholders to be filed with the SEC on or before April 29, 2020 and is incorporated herein by reference.

following table sets forth the name, age and position of to the Company’s directors and executive officers.

to the Company’s

directors are elected annually and serve until the next annual meeting of stockholders.

Chief Executive Officer, and Chairman

Financial Officer, Treasurer, Secretary, and Director

Allen (1) (5)

Gildea (2) (3)

of the Audit Committee.

of the Compensation Committee and the Nominating and Corporate Governance Committee.

of the Compensation Committee.

of the Nominating and Corporate Governance Committee.

forth below is a brief description of the background and business experience of to the Company’s executive officers and

Fireman has served as our president and chief executive officer since July 2017.

In addition, Mr.

Fireman has been a director

since our formation, and is a seasoned executive in the building of technology and consumer driven companies.

a founder and director of Consumer Card Marketing, Inc., a pioneer in the development of retail loyalty marketing programs for

the supermarket and drug store industries.

This company was sold to News America Marketing, a division of News Corp.

has been a practicing attorney for over 30 years.

Fireman is the CEO of our wholly-owned subsidiary, MariMed Advisors Inc.,

a director of Worlds Inc.

and a former part owner of Sigal Consulting LLC.

He has over ten years of experience in the emerging

cannabis industry across the country.

In February 2019, Mr.

Fireman was appointed to GenCanna’s board of directors.

Fireman’s experience in the emerging cannabis industry and his professional background make him well-qualified

to serve as chairman of the Company’s board of directors (the “Board”).

Levine has served as our chief financial officer, treasurer, and secretary since July 2017 and has been a director

Levine has over nine years of experience in the cannabis industry.

He possesses over 19 years of

experience in commercial real estate development, management and financial services.

Levine was a partner at Equity Industrial

Partners, a national commercial real estate management group.

He also has past experience in banking at US Trust Bank as an asset

based lender and in the leasing industry with AT&T Financial Services and New Court Financial as a senior credit officer.

Levine also serves as the CFO of our wholly-owned subsidiary, MariMed Advisors Inc., and in that capacity, he has been responsible

for the management and reporting of most of the Company’s revenue and financial transactions.

Levine is a former

part owner of Sigal Consulting LLC.

We believe that Mr.

Levine’s experience in the cannabis industry and his professional

background make him an important part of our management team and make him well-qualified to serve as a member of the Board.

has been a director since September 2019.

Selhub is a board-certified physician, speaker, scientist, executive

leadership and performance coach, consultant in the field of corporate wellness and resilience, and an author.

From August 1997

to November 2016, she served as an instructor and lecturer of medicine at Harvard Medical School.

During this period, Dr.

simultaneously held other positions at Tufts University, Massachusetts General Hospital, as well as other professional healthcare/medical

organizations.

From October 2006 to October 2017, she was a senior physician at Benson Henry Institute for Mind/Body Medicine

at Massachusetts General Hospital.

From August 2016 to present, she has been an adjunct scientist of neuroscience at Jean Mayer

USDA Human Nutrition Research Center on Aging at Tufts University, one of six human nutrition research centers supported by the

United States Department of Agriculture.

Selhub received a Bachelor of Arts degree in anthropology from Tufts University in

1989 and her M.D.

degree from Boston University School of Medicine in 1994.

Selhub’s professional experience and background

as a physician, scientist and in mind-body medicine allow her to make valuable contributions to the Board and provide expertise

to serve as one of our directors.

Allen has been a director since June 2019.

He brings over 22 years of experience as a director, CEO and CFO of public companies.

Presently he serves as Chief Financial Officer of Charlie’s Holdings, Inc.

(formerly known as True Drinks Holdings, Inc.).

From September 2018 to May 2019, Mr.

Allen served as Chief Financial Officer of Iconic Brands, Inc.

Prior to that, from December

2014 to January 2018, Mr.

Allen served as the Chief Financial Officer of WPCS International, Inc.

From 2004 to 2017, Mr.

served as Chief Financial Officer of Bailey’s Express, Inc., a privately held trucking corporation, which filed for Chapter

11 bankruptcy in July 2017.

Allen served as the Chapter 11 Plan Administrator for the bankruptcy case until December 2020,

at which time the proceeding was closed.

From June 2006 to June 2013, Mr.

Allen served as the Chief Financial Officer and Executive

Vice President of Administration at Converted Organics, Inc., after serving as audit committee chair of the board of Converted

Allen is currently an Assistant Professor of Accounting at Southern Connecticut State University (SCSU), a position

he has held since 2017.

For the 12 years prior, he was an Adjunct Professor of Accounting at SCSU and Western Connecticut State

Allen is a licensed CPA and holds a bachelor’s degree in Accounting and a master’s degree in Taxation

from Bentley College.

Allen’s background as a director, CEO and CFO of public companies allows him to make valuable

contributions to the Board.

Gildea has been a director since our formation.

Since February 2014, Mr.

Gildea has been a partner in the law firm Fisher

From 2006 to 2013, Mr.

Gildea was President, Chief Executive Officer, and Chairman of Converted Organics Inc., a

publicly held green technology company that manufactured and sold an organic fertilizer, made from recycled food waste.

contributes expertise in areas of mergers & acquisitions, strategic planning, funding, business development, and executive

Gildea received a B.A.

from The College of the Holy Cross and a J.D.

from Suffolk University Law School.

executive business experience was instrumental in his selection as a member of the Board.

Relationships

of the directors or executive officers are related by blood, marriage, or adoption.

have adopted a code of ethics (the “Code of Ethics”) that applies to our principal chief executive officer, principal

financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the Code of

Ethics can be found on our website at https://bit.ly/MRMDethics.

The Code of Ethics was designed with the intent

to deter wrongdoing, and to promote the following:

and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional

relationships

fair, accurate, timely and understandable disclosure in reports and documents that we file with, or submit to, the Commission

and in other public communications we make

with applicable governmental laws, rules and regulations

prompt internal reporting of violations of the code to an appropriate person or persons identified in the code

Accountability

for adherence to the code

Board has determined that Messrs.

David Allen and Edward Gildea, and Dr.

Eva Selhub are independent and represent a majority of

In determining director independence, the Board applies the independence standards set by the Nasdaq Stock Market

(“ NASDAQ ”).

In applying these standards, our Board considers all transactions with the independent directors

and the impact of such transactions, if any, on any of the independent directors’ ability to continue to serve on our Board.

Board has three standing committees:

an audit committee (the “Audit Committee”), a compensation committee (the “Compensation

Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”).

Each committee is made up entirely of independent directors as defined under section 5605(a)(2) of the NASDAQ rules.

of the Audit Committee are Messrs.

Allen and Gildea.

Allen is also the chairman of the Audit Committee and qualifies as the

“audit committee financial expert” pursuant to Item 407(d)(5) of Regulation S-K.

The members of the Compensation Committee

Gildea and Dr.

Selhub, and the members of the Nominating and Corporate Governance Committee are Messrs.

Allen and Gildea

Gildea is the chairman of both of these committees.

Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee have, the responsibilities

described below.

Audit Committee oversees our accounting and financial reporting processes, internal systems of accounting and financial controls,

relationships with auditors and audits of financial statements.

Specifically, the Audit Committee’s responsibilities include

the following:

hiring and terminating our independent auditors;

the qualifications, independence and performance of our independent auditors;

the audit and non-audit services to be performed by the independent auditors;

the design, implementation and adequacy and effectiveness of our internal controls and critical policies;

and monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they

relate to our financial statements and other accounting matters;

management and our independent auditors, reviewing any earnings announcements and other public announcements regarding our

results of operations;

the report that the SEC requires in our annual proxy statement.

copy of the Audit Committee charter is available on our website at www.marimedinc.com .

Compensation Committee assists the Board in determining the compensation of our officers and directors.

The Compensation Committee

is comprised entirely of directors who satisfy the standards of independence applicable to Compensation Committee members established

under 162(m) of the Code and Section 16(b) of the Securities and Exchange Act of 1934, as amended (the “ Exchange Act ”).

Specific responsibilities include the following:

approving the compensation and benefits of our executive officers;

reviewing the performance objectives and actual performance of our officers;

administering our stock option and other equity and incentive compensation plans.

and Corporate Governance Committee.

Nominating and Corporate Governance Committee assists the Board by identifying and recommending individuals qualified to become

members of the Board.

Specific responsibilities include the following:

the composition, size and governance of our Board and its committees and making recommendations regarding future planning

and the appointment of directors to our committees;

a policy for considering stockholder nominees to our Board;

our corporate governance principles and making recommendations to the Board regarding possible changes;

and monitoring compliance with our code of ethics and insider trading policy.

to the establishment of the Nominating and Corporate Governance Committee, the entire Board acted as the nominating committee

for the purposes of identifying and recommending director candidates.

The Board was responsible for nominating director candidates

for the annual meeting of stockholders each year and considered director candidates recommended by stockholders.

These responsibilities

have largely been assumed by the Nominating and Corporate Governance Committee.

considering candidates submitted by stockholders, the Nominating and Corporate Governance Committee will take into consideration

the needs of the Board and the qualifications of the candidate.

The Nominating and Corporate Governance Committee may also take

into consideration the number of shares held by the recommending stockholder and the length of time that such shares have been

To have a candidate considered by the Nominating and Corporate Governance Committee for recommendation to the Board for

nomination as a director candidate, a stockholder must submit the recommendation in writing and must include the following information:

(i) the name of the stockholder and evidence of the person’s ownership of Company stock, (including the number of shares

owned and the length of time of ownership);

(ii) the name of the candidate;

(iii) the candidate’s resume or a listing of

his or her qualifications to be a director of the Company;

and (iv) the person’s consent to be named as a director if selected

and nominated by the Board.

information described above must be sent to the Company’s Secretary at 10 Oceana Way, Norwood, Massachusetts 02062, on a

timely basis in order to be considered by the Nominating and Corporate Governance Committee, within the time period prescribed

by Rule 14a-8 under the Exchange Act.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than

10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act, are required to report the

ownership of such common stock, options, and stock appreciation rights (other than certain cash-only rights) and any changes in

that ownership with the Commission.

Specific due dates for these reports have been established, and we are required to report,

in this Form 10-K, any failure to comply therewith during the fiscal year ended December 31, 2020 or prior fiscal years.

than as set forth in the Delinquent Section 16(a) Reports section below, we believe that all of these filing requirements were

satisfied by the Company’s executive officers, directors and by the beneficial owners of more than 10% of our common stock.

In making this statement, we have relied solely on copies of any reporting forms received by us, and upon any written representations

received from reporting persons that no Form 5 (Annual Statement of Changes in Beneficial Ownership) was required to be filed

under applicable rules of the Commission.

Section 16(a) Reports

Each of Robert Fireman and Jon Levine was

not timely in the filing of one Form 4 during the fiscal year ended December 31, 2020 to report an option exercise in November

Edward Gildea was not timely in the filing of one Form 4 during the

fiscal year ended December 31, 2020 to report an option exercise in December 2020.

EXECUTIVE COMPENSATION.

called for by this item may be found in the Company’s definitive Proxy Statement in connection with its 2020 Annual Meeting

of Stockholders to be filed with the SEC on or before April 29, 2020 and is incorporated herein by reference.

following table sets forth the compensation paid by the Company during the fiscal periods ended December 31, 2020 and 2019 to

its chief executive officer and other most highly compensated executive officers whose compensation exceeded $100,000 for the

year ended December 31, 2020.

Compensation Table (1) (2)

Name and principal position

Robert Fireman

President and CEO

Chief Financial Officer

compensation reported on the table does not include other personal benefits, the total value of which do not exceed $10,000.

to the regulations promulgated by the SEC, the table omits columns reserved for types of compensation not applicable to us.

represent the fair value of option awards valued on grant date using the Black-Scholes pricing model and recognized over the

vesting period for financial reporting purposes.

Option Grants

following table sets forth information as of December 31, 2020 concerning unexercised options, unvested stock and equity incentive

plan awards for the officers named in the Summary Compensation Table.

Equity Awards at Year Ended December 31, 2020

Unexercisable

Equity Incentive

Robert Fireman

September 2019, the Board adopted a resolution to establish a compensation package for each of the three non-employee members

of the Board.

Based on certain publicly available surveys and other related inquiry, such compensation package is comprised of

a grant of stock options to purchase 100,000 shares of the Company’s common stock with a five-year term and an exercise

price of $0.99 per share which equaled the fair value the Company’s common stock on the grant date, and cash compensation

of $6,250 per quarter.

Previous to this resolution, the Board had ceased the payment of compensation to non-employee directors.

following table sets forth information concerning the compensation paid to each of to the Company’s non-employee directors

during 2020 for their services rendered as directors.

Eva Selhub, M.D.

David Allen (2)

Edward Gildea (3)

Selhub held 100,000 stock options at December 31, 2020.

Allen held 100,000 stock options at December 31, 2020.

Gildea held 300,000 stock options at December 31, 2020.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

called for by this item may be found in the Company’s definitive Proxy Statement in connection with its 2020 Annual Meeting

of Stockholders to be filed with the SEC on or before April 29, 2020 and is incorporated herein by reference.

following table sets forth as of March 23, 2021, certain information with respect to the beneficial ownership of common

stock by (i) each of to the Company’s directors and executive officers;

(ii) each person known to us who owns beneficially

more than 5% of the common stock;

and (iii) all directors and executive officers as a group.

Name and Address of Beneficial Owner (1)

Amount & Nature

of Beneficial

Robert Fireman

23,655,218 (3)

26,769,983 (3)

Eva Selhub, M.D.

Edward Gildea

All directors and executive officers as a group (five persons)

51,091,126 (5)

Greater Than 5% Stockholders:

Gerald McGraw

James Griffin

than one percent.

business address for each person named is c/o MariMed Inc., 10 Oceana Way, Norwood, MA 02062.

pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934 whereby shares not outstanding which are subject to options,

warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating

the number and percentage owned by a person, but not deemed outstanding for the purpose of calculating the percentage owned

by each other person listed.

We believe that each individual or entity named has sole investment and voting power with respect

to the shares of common stock indicated as beneficially owned by them (subject to community property laws where applicable)

and except where otherwise noted.

All percentages are determined based on 319,133,727

shares of common stock outstanding as of March 23, 2021

100,000 currently exercisable stock options.

300,000 currently exercisable stock options.

700,000 currently exercisable stock options

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

called for by this item may be found in the Company’s definitive Proxy Statement in connection with its 2020 Annual Meeting

of Stockholders to be filed with the SEC on or before April 29, 2020 and is incorporated herein by reference.

with the conversion of the subordinated secured convertible debentures of GenCanna disclosed in Note 4 – Investments

within the Company’s audited financial statements included elsewhere in this report, the Company’s CEO

was appointed to GenCanna’s board of directors.

2019, the Company, through its MariMed Hemp subsidiary, entered into several hemp seed sale transactions with GenCanna whereby

the Company acquired $20.75 million of hemp seed inventory which it sold and delivered to GenCanna for $33.2 million.

provided GenCanna with extended payment terms through December 2019, to coincide with the completion of the seeds’ harvest,

although the payment by GenCanna was not contingent upon the success of such harvest or its yield.

To partially fund the seed

purchases, the Company raised $17.0 million in debt financings which is included in Notes Payable on the balance sheet

and discussed in Note 11 – Debt within the Company’s audited financial statements.

the end of 2019, GenCanna had not paid the amount it owed the Company for its seed purchases and in February 2020, as previously

discussed in Note 4 – Investments , under pressure from certain of its creditors, the GenCanna Debtors agreed to convert

a previously-filed involuntary bankruptcy proceeding into a voluntary Chapter 11 proceeding, and filed voluntary petitions under

Chapter 11 in the Bankruptcy Court.

required by the relevant accounting guidance, the Company initially recorded the $33.2 million due from GenCanna as a related

party receivable, with approximately $29.0 million recognized as related party revenue, and approximately $4.2 million classified

as unearned revenue (such amount representing the Company’s 33.5% ownership portion of the profit on these transactions,

which was to have been recognized as revenue upon payment by GenCanna).

As a result of GenCanna’s Chapter 11 proceedings,

the Company fully reserved the receivable balance of approximately $29.0 million and wrote off the entire unearned revenue balance

of approximately $4.2 million.

Please refer to Note 21 – Commitments and Contingencies within the Company’s

audited financial statements for additional discussion of GenCanna’s bankruptcy proceedings.

2020, options to purchase an aggregate of 550,000 shares of common stock were exercised by the Company’s CEO, CFO, and an

independent board member at exercise prices of $0.13 and $0.14 per share.

In 2019, options to purchase an aggregate of 332,499

shares of common stock were exercised by the Company’s CEO and an independent board member at exercise prices of $0.08 and

$0.14 per share.

The independent board member’s 132,499 options were exercised on a cashless basis with the exercise prices

paid via the surrender of 3,108 shares of common stock.

At December 31, 2019, the shares of common stock associated with the exercise

by the Company’s CEO were not issued and included in Common Stock Subscribed But Not Issued on the balance sheet.

2019, options to purchase 117,501 shares of common stock were forfeited by board members.

No options were forfeited by related

parties in 2020.

Company’s current corporate offices are leased from a company owned by the CFO under a 10-year lease that commenced August

2018 and contains a five-year extension option.

In 2020 and 2019, expenses incurred under this lease approximated $156,000 in

2020 and 2019, the Company procured nutrients, lab equipment, cultivation supplies, a vehicle, small tools, and furniture from

an entity owned by the Company’s COO and President.

The aggregate purchases in 2020 and 2019 approximated $2.5 million and

$3.2 million, respectively.

2020 and 2019, the Company paid royalties on the revenue generated from its Betty’s Eddies® product line to an entity

owned by the Company’s COO and President.

The aggregate royalties owed in 2020 and 2019 approximated $615,000 and $600,000,

respectively.

2020 and 2019, the Company paid management fees to an entity owned by the Company’s CEO and CFO.

The aggregate paid in 2020

and 2019 approximated $41,000 and $145,000, respectively.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

called for by this item may be found in the Company’s definitive Proxy Statement in connection with its 2020 Annual Meeting

of Stockholders to be filed with the SEC on or before April 29, 2020 and is incorporated herein by reference.

Billed for Audit and Non-Audit Services

following table represents the aggregate fees billed for professional audit services rendered by the independent registered public

audit firm of M&K CPAs PLLC for the audit of the annual financial statements for the years ended December 31, 2020 and 2019.

Year Ended December 31,

Audit fees (1)

Audit-related fees (2)

All other fees (4)

Total accounting fees and services

for professional services for the audit of the Company’s annual financial statements, and for the review of the financial

statements included in the Company’s filings on Form 10-Q, and for services that are normally provided in connection

with statutory and regulatory filings or engagements.

for assurance and related services in connection with the performance of the audit or the review of the Company’s financial

for professional services with respect to tax compliance, tax advice, and tax planning.

for permissible work that does not fall within any of the aforementioned categories of audit fees, audit-related fees, or

Policy for Audit and Non-Audit Services

audit committee pre-approves all audit and non-audit services before an accountant is engaged.

All of the services rendered to

the Company by its independent registered public auditors were pre-approved by the audit committee, and prior to the establishment

of the audit committee, by the full board.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Company has filed the following documents as part of this

Company has filed the following documents as part of this Form 10-K:

Consolidated Financial Statements

3 unchanged sentences

or is not required under the related instructions or is inapplicable, and therefore such schedules have been omitted.

of Incorporation of the Company (a)

Certificate of Incorporation of the Company (b)

B Convertible Preferred Stock Certificate of Designation as filed with the Secretary

of State of Delaware on February 27, 2020.

Eliminating the Series A Preferred Stock as filed with the Secretary of State of Delaware

on February 27, 2020.

- Restated as Amended (a)

and Restated Promissory Note, dated February 10, 2020, in the principal amount of $11,500,000,

issued by MariMed Hemp Inc.

Certificate of Incorporation of the Company (a)

Amended Certificate of Incorporation of the Company (b)

B Convertible Preferred Stock Certificate of Designation as filed with the Secretary of State of Delaware on February 27,

Certificate Eliminating the Series A Preferred Stock as filed with the Secretary of State of Delaware on February 27, 2020 (h)

Series C Convertible Preferred Stock Certificate of Designation as filed with the Secretary of State of Delaware on March 1, 2021 (p)

By-Laws – Restated as Amended (a)

Amended and Restated Promissory Note, dated February 10, 2020, in the principal amount of $11,500,000, issued by MariMed Hemp Inc.

and MariMed Inc.

Note, dated February 27, 2020, in the principal amount of $3,742,500, issued by MariMed

to Navy Capital Green Fund, LP.

Note, dated February 27, 2020, in the principal amount of $675,000, issued by MariMed

to Navy Capital Green Co-Invest Fund, LLC.

Agreement dated as of August 30, 2012 between Worlds Online Inc.

and Thomas Kidrin (a)

Promissory Note, dated February 27, 2020, in the principal amount of $3,742,500, issued by MariMed Inc.

to Navy Capital Green Fund, LP (h)

Promissory Note, dated February 27, 2020, in the principal amount of $675,000, issued by MariMed Inc.

to Navy Capital Green Co-Invest Fund, LLC (h)

12% Convertible Promissory Note, dated April 23, 2020, in the principal amount of $900,000, issued by MariMed Inc.

to Best Buds Funding LLC (i)

Second Amended and Restated Promissory Note, dated June 24, 2020, in the principal amount of $8,811,653.84, issued by MariMed Hemp Inc.

and MariMed Inc.

to SYYM LLC (j)

Common Stock Purchase Warrant, dated June 24, 2020, issued by MariMed Inc.to SYYM LLC (k)

Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $5,845,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $3,000,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

Common Stock Purchase Warrant, dated September 30, 2020, issued by MariMed Inc.to Best Buds Funding, LLC.

and/or its designees (m)

Amended and Restated Common Stock Purchase Warrant, dated March 18, 2021, issued by MariMed Inc.

to Hadron Healthcare Master Fund *

Employment Agreement dated as of August 30, 2012 between Worlds Online Inc.

and Thomas Kidrin (o)

2011 Stock Option and Restricted Stock Award Plan (a)

of Convertible Debenture issued by the Company (c)

of Secured Convertible Debenture of GenCanna Global, Inc.

of Securities Purchase Agreement between the Company and YA II PN, LTD.

and Restated Registration Rights Agreement dated as of November 5, 2018 between the Company and YA II PN, LTD.

and Restated 2018 Stock Award and Incentive Plan.

of Stock Option Agreement, dated September 27, 2019, with each of David R.

Allen, Eva Selhub, M.D.

and Edward J.

Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral

agent, and MariMed, Inc.

and MariMed Hemp, Inc., as co-borrowers.

Agreement, dated as of February 27, 2020, among MariMed Inc., Navy Capital Green Management,

LLC, a Delaware limited liability company, as discretionary investment manager of Navy

Capital Green Fund, LP, and Navy Capital Green Co-Invest Fund, LLC.

of Ethics (h)

of Subsidiaries *

13a-14(a)/15d-14(a) Certifications of Chief Executive Officer *

13a-14(a)/15d-14(a) Certifications of Chief Financial Officer *

1350 Certifications of Chief Executive Officer **

1350 Certifications of Chief Financial Officer **

Form of Convertible Debenture issued by the Company (c)

Form of Secured Convertible Debenture of GenCanna Global, Inc.

Form of Securities Purchase Agreement between the Company and YA II PN, LTD.

Amended and Restated Registration Rights Agreement dated as of November 5, 2018 between the Company and YA II PN, LTD.

Amended and Restated 2018 Stock Award and Incentive Plan (d)

Form of Stock Option Agreement, dated September 27, 2019, with each of David R.

Allen, Eva Selhub, M.D., and Edward J.

Amendment Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral agent, and MariMed Inc.

and MariMed Hemp Inc., as co-borrowers (g)

Exchange Agreement, dated as of February 27, 2020, among MariMed Inc., Navy Capital Green Management, LLC, a Delaware limited liability company, as discretionary investment manager of Navy Capital Green Fund, LP, and Navy Capital Green Co-Invest Fund, LLC.

Amendment Agreement dated June 24, 2020, between SYYM LLC, as noteholder and collateral agent, and MariMed Inc.

and MariMed Hemp Inc., as co-borrowers (l)

Extension Agreement, effective as of September 30, 2020, among Best Buds Funding LLC, as lender, and each of MariMed Inc.,

Mari Holdings MD LLC, and MariMed Advisors Inc., as the borrower parties (n)

Securities Purchase Agreement, dated March 1, 2021, between MariMed Inc.

and Hadron Healthcare Master Fund (p)

First Amendment to Securities Purchase Agreement, dated March 18, 2021, between MariMed Inc.

and Hadron Healthcare Master Fund *

List of subsidiaries (q)

of M&K CPAS, PLLC, dated March 23, 2021 *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer *

Section 1350 Certifications of Chief Executive Officer **

Section 1350 Certifications of Chief Financial Officer **

Extension Schema *

3 unchanged sentences

Extension Presentation Linkbase *

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

Filed herewith.

Furnished herewith in accordance with Item 601 (32)(ii) of Regulation S-K.

Incorporated by reference to the same numbered Exhibit filed with the from Registration Statement on Form 10-12G (File No.

filed on June 9, 2011.

Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017.

Incorporated by reference to Current Report on Form 8-K filed on November 9, 2018.

Incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on August

Incorporated by reference to Exhibit 10.2 filed with the Quarterly Report on Form 10-Q for the period ended September 30, 2019,

filed on November 29, 2019.

Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on February 12, 2020.

Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 12, 2020.

Company’s Code of Ethics can be found on its website at https://bit.ly/MRMDethics.

Incorporated by reference to Current Report on Form 8-K filed on February 27, 2020

by reference to the same numbered Exhibit filed with the Registration Statement on Form 10-12G (File No.

000-54433) filed

on June 9, 2011.

by reference to Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017.

by reference to Current Report on Form 8-K filed on November 9, 2018.

herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on August 26, 2019.

by reference to Exhibit 10.2 filed with the Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed on

November 29, 2019.

by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on February 12, 2020.

by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 12, 2020.

by reference to Current Report on Form 8-K filed on February 27, 2020.

by reference to the Quarterly Report on Form 10-Q for the period ended March 31, 2020, filed on May 28, 2020.

by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on June 30, 2020.

by reference to Exhibit 4.2 of the Current Report on Form 8-K filed on June 30, 2020.

by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 30, 2020.

by reference to the same numbered exhibit of the Current Report on Form 8-K filed on October 26, 2020.

by reference to Exhibit 10.13 of the Current Report on Form 8-K filed on October 26, 2020.

by reference to the same numbered Exhibit filed with the Annual Report on Form 10-K for the year ended December 31, 2012 filed

on March 29, 2013.

by reference to the same numbered Exhibit filed with the Current Report on Form 8-K filed on March 2, 2021.

by reference to the same numbered Exhibit filed with the Annual Report on Form 10-K for the year ended December 31, 2019 filed

on April 1, 2020.

FORM 10-K SUMMARY

12 unchanged sentences

Edward Gildea

of Incorporation of the Company (a)

Certificate of Incorporation of the Company (b)

B Convertible Preferred Stock Certificate of Designation as filed with the Secretary

of State of Delaware on February 27, 2020.

Eliminating the Series A Preferred Stock as filed with the Secretary of State of Delaware

on February 27, 2020.

- Restated as Amended (a)

and Restated Promissory Note, dated February 10, 2020, in the principal amount of $11,500,000,

issued by MariMed Hemp Inc.

Certificate of Incorporation of the Company (a)

Amended Certificate of Incorporation of the Company (b)

Series B Convertible Preferred Stock Certificate of Designation as filed with the Secretary of State of Delaware on February 27, 2020 (h)

Certificate Eliminating the Series A Preferred Stock as filed with the Secretary of State of Delaware on February 27, 2020 (h)

Series C Convertible Preferred Stock Certificate of Designation as filed with the Secretary of State of Delaware on March 1, 2021 (p)

By-Laws – Restated as Amended (a)

Amended and Restated Promissory Note, dated February 10, 2020, in the principal amount of $11,500,000, issued by MariMed Hemp Inc.

and MariMed Inc.

Note, dated February 27, 2020, in the principal amount of $3,742,500, issued by MariMed

to Navy Capital Green Fund, LP.

Note, dated February 27, 2020, in the principal amount of $675,000, issued by MariMed

to Navy Capital Green Co-Invest Fund, LLC.

Agreement dated as of August 30, 2012 between Worlds Online Inc.

and Thomas Kidrin (a)

Promissory Note, dated February 27, 2020, in the principal amount of $3,742,500, issued by MariMed Inc.

to Navy Capital Green Fund, LP (h)

Promissory Note, dated February 27, 2020, in the principal amount of $675,000, issued by MariMed Inc.

to Navy Capital Green Co-Invest Fund, LLC (h)

12% Convertible Promissory Note, dated April 23, 2020, in the principal amount of $900,000, issued by MariMed Inc.

to Best Buds Funding LLC (i)

Second Amended and Restated Promissory Note, dated June 24, 2020, in the principal amount of $8,811,653.84, issued by MariMed Hemp Inc.

and MariMed Inc.

to SYYM LLC (j)

Common Stock Purchase Warrant, dated June 24, 2020, issued by MariMed Inc.to SYYM LLC (k)

Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $5,845,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $3,000,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

Common Stock Purchase Warrant, dated September 30, 2020, issued by MariMed Inc.to Best Buds Funding, LLC.

and/or its designees (m)

and Restated Common Stock Purchase Warrant,

dated March 18, 2021, issued by MariMed Inc.

to Hadron Healthcare Master Fund *

Employment Agreement dated as of August 30, 2012 between Worlds Online Inc.

and Thomas Kidrin (o)

2011 Stock Option and Restricted Stock Award Plan (a)

of Convertible Debenture issued by the Company (c)

of Secured Convertible Debenture of GenCanna Global, Inc.

of Securities Purchase Agreement between the Company and YA II PN, LTD.

and Restated Registration Rights Agreement dated as of November 5, 2018 between the Company and YA II PN, LTD.

and Restated 2018 Stock Award and Incentive Plan.

of Stock Option Agreement, dated September 27, 2019, with each of David R.

Allen, Eva Selhub, M.D.

and Edward J.

Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral

agent, and MariMed, Inc.

and MariMed Hemp, Inc., as co-borrowers.

Agreement, dated as of February 27, 2020, among MariMed Inc., Navy Capital Green Management,

LLC, a Delaware limited liability company, as discretionary investment manager of Navy

Capital Green Fund, LP, and Navy Capital Green Co-Invest Fund, LLC.

of Ethics (h)

of Subsidiaries *

13a-14(a)/15d-14(a) Certifications of Chief Executive Officer *

13a-14(a)/15d-14(a) Certifications of Chief Financial Officer *

1350 Certifications of Chief Executive Officer **

1350 Certifications of Chief Financial Officer **

Form of Convertible Debenture issued by the Company (c)

Form of Secured Convertible Debenture of GenCanna Global, Inc.

Form of Securities Purchase Agreement between the Company and YA II PN, LTD.

Amended and Restated Registration Rights Agreement dated as of November 5, 2018 between the Company and YA II PN, LTD.

Amended and Restated 2018 Stock Award and Incentive Plan (d)

Form of Stock Option Agreement, dated September 27, 2019, with each of David R.

Allen, Eva Selhub, M.D., and Edward J.

Amendment Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral agent, and MariMed Inc.

and MariMed Hemp Inc., as co-borrowers (g)

Amendment Agreement dated June 24, 2020, between SYYM LLC, as noteholder and collateral agent, and MariMed Inc.

and MariMed Hemp Inc., as co-borrowers (l)

Note Extension Agreement, effective as of September 30, 2020, among Best Buds Funding LLC, as lender, and each of MariMed Inc., Mari Holdings MD LLC, and MariMed Advisors Inc., as the borrower parties (n)

Securities Purchase Agreement, dated March 1, 2021, between MariMed Inc.

and Hadron Healthcare Master Fund (p)

First Amendment to Securities Purchase Agreement, dated March 18, 2021, between MariMed Inc.

and Hadron Healthcare Master Fund *

List of subsidiaries (q)

of M&K CPAS, PLLC, dated March 23, 2021 *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer *

Section 1350 Certifications of Chief Executive Officer **

Section 1350 Certifications of Chief Financial Officer **

Extension Schema *

3 unchanged sentences

Extension Presentation Linkbase *

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) *

Filed herewith.

Furnished herewith in accordance with Item 601 (32)(ii) of Regulation S-K.

Incorporated by reference to the same numbered Exhibit filed with the Registration Statement on Form 10-12G (File No.

filed on June 9, 2011.

Incorporated by reference to Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017.

Incorporated by reference to Current Report on Form 8-K filed on November 9, 2018.

Incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on August

Incorporated by reference to Exhibit 10.2 filed with the Quarterly Report on Form 10-Q for the period ended September 30, 2019,

filed on November 29, 2019.

Incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed on February 12, 2020.

Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on February 12, 2020.

The Company’s Code of Ethics can be found on its website at https://bit.ly/MRMDethics.