What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-16 compared with 2021-03-23 · 327 added, 332 removed, 28 unchanged (96% of the section changed)

(the “Company”) is a multi-state operator in the United States cannabis industry.

The Company develops,

operates, manages, and optimizes over 300,000 square feet of state-of-the-art, regulatory-compliant facilities for the cultivation,

production and dispensing of medicinal and recreational cannabis.

The Company also licenses its proprietary brands of cannabis

and hemp-infused products, along with other top brands, in several domestic markets and overseas.

Upon its entry into the cannabis industry

in 2014, the Company was an advisory firm that procured state-issued cannabis licenses on behalf of its clients, developed

cannabis facilities which it leased to these newly-licensed companies, and provided industry-leading expertise and

oversight in all aspects of their cannabis operations.

The Company develops, operates, manages,

and optimizes over 300,000 square feet of state-of-the-art, regulatory-compliant facilities for the cultivation, production and dispensing

of medicinal and recreational cannabis.

The Company also licenses its proprietary brands of cannabis and hemp-infused products, along

with other top brands, in several domestic markets and overseas.

its entry into the cannabis industry in 2014, the Company was an advisory firm that procured state-issued cannabis licenses on behalf

of its clients, developed cannabis facilities which it leased to these newly-licensed companies, and provided industry-leading expertise

and oversight in all aspects of their cannabis operations.

The Company also provided its clients with ongoing regulatory, accounting,

real estate, human resources, and administrative services.

In 2018, the Company made the strategic decision

to transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale operations (hereinafter

referred to as the “Consolidation Plan”).

The Consolidation Plan calls for the acquisition of its cannabis-licensed

clients located in Delaware, Illinois, Maryland, Massachusetts, and Nevada.

In addition, the Consolidation Plan includes

the potential acquisition of a Rhode Island asset.

All of these acquisitions are subject to state approval, and once consolidated,

the entities will operate under the MariMed banner.

The Consolidation Plan is discussed in further detail in the section below

entitled Consolidation Plan .

To date, acquisitions of the licensed businesses

in Massachusetts and Illinois have been completed and establish the Company as a fully integrated seed-to-sale multi-state operator,

The acquisitions of the remaining entities located in Maryland, Nevada, and Delaware are at various stages of completion and subject

to each state’s laws governing the ownership transfer of cannabis licenses, which in the case of Delaware requires a modification

of current cannabis ownership laws to permit for-profit ownership.

Meanwhile, the Company continues to expand these businesses

and maximize the Company’s revenue from rental income, management fees, and licensing royalties.

goal in completing this transition from a consulting business to a direct owner of cannabis licenses and operator of seed-to-sale

operations is to present a simpler, more transparent financial picture of the full breadth of the Company’s efforts, with

a clearer representation of the revenues, earnings, and other financial metrics the Company has generated for its clients.

Company has played a key role in the successes of these entities, from the securing of their cannabis licenses, to the development

of facilities that are models of excellence, to providing operational and corporate guidance.

Accordingly, the Company believes

it is well suited to own these facilities and manage the continuing growth of their operations.

Company has also created its own brands of cannabis flower, concentrates, and precision-dosed products utilizing proprietary strains

and formulations.

These products are developed by the Company in cooperation with state-licensed operators who meet the Company’s

strict standards, including all natural—not artificial or synthetic—ingredients.

The Company licenses its brands

and product formulations only to certified manufacturing professionals who follow state cannabis laws and adhere to the Company’s

precise scientific formulations and trademarked product recipes.

The Company’s proprietary cannabis

genetics produce flowers and concentrates under the brand name Nature’s Heritage™, and cannabis-infused products under

the brand names Kalm Fusion®, in the form of chewable tablets and drink powder mixes, and the award-winning 1 Betty’s

Eddies® brand of all natural fruit chews.

Both cannabis-infused brands are top selling products in Maryland and Massachusetts 2

and the Company intends to introduce additional products under these brands in 2021.

The Company’s brand of hemp-infused

cannabidiol (“CBD”) products, Florance™, is distributed in the US and abroad.

The Company also has exclusive sublicensing

rights in certain states to distribute the Binske® line of cannabis products crafted from premium artisan ingredients, the

Healer™ line of medical full-spectrum cannabis tinctures, and the clinically tested medicinal cannabis strains developed

in Israel by global medical cannabis research pioneer Tikun Olam™.

The Company intends to continue licensing and distributing

its brands as well as other top brands in the Company’s current markets and in additional regulated markets worldwide.

March 2020, the World Health Organization declared the outbreak of COVID-19 a global pandemic.

The spread of the virus in the

United States and the measures implemented to contain it—including business shutdowns, indoor capacity restrictions, social

distancing, and diminished travel—have negatively impacted the economy and have created significant volatility and disruption

in financial markets.

Consequently, the Company’s implementation of its aforementioned Consolidation Plan has been

Additionally, while the cannabis industry has been deemed an essential business, and is not expected to suffer severe

declines in revenue, the Company’s business, operations, financial condition, and liquidity have been impacted, as further

discussed in this report.

the pandemic, the Company’s operations have improved significantly over the past year as reflected in the following financial

revenues increased 11.6% to approximately $50.9 million

in 2020 from $45.6 million in 2019

cannabis 3 revenues increased 207.1% to approximately $50.9 million in 2020 from $16.6 million in 2019

income increased to approximately $14.5 million in 2020 compared to an operating loss of $41.5 million in 2019

before income taxes increased to approximately $4.5 million

in 2020 compared to a loss before income taxes of $81.8 million in 2019

increased to approximately $16.3 million in

2020 compared to an EBITDA loss of $68.4 million in 2019

the last few years, the Company made the strategic

decision to transition from a consulting business to a direct owner and operator of cannabis licenses in high-growth states.

this transition is the acquisition and consolidation of the Company’s clients (the “Consolidation Plan”).

Among several

benefits, the Consolidation Plan would present a simpler, more transparent financial picture of the full breadth of the Company’s

efforts, with a clearer representation of the revenues, earnings, and other financial metrics the Company has generated for its clients.

The Company has played a key role in the successes of these entities, from the securing of their cannabis licenses, to the development

of facilities that are models of excellence, to funding their operations, and to providing operational and corporate guidance.

the Company believes it is well suited to own these businesses and manage the continuing growth of their operations.

To date, the acquisition and consolidation of the

Company’s client businesses in Massachusetts and Illinois have been completed.

The acquisition of a client business in Maryland

has been contracted, and the Company is awaiting approval by the Maryland Cannabis Control Commission, which is pending.

approval, this entity will be consolidated.

The acquisitions of the remaining businesses located in Nevada and Delaware are

at various stages of completion and subject to each state’s laws governing the ownership transfer of cannabis licenses and other

closing conditions.

Delaware will require a modification of current cannabis ownership laws to permit for-profit ownership,

which is expected to occur when the state legalizes recreational adult-use cannabis.

Until the law changes and the acquisition

is approved, the Company continues to generate revenue from rental income, management fees, and licensing royalties.

The transition to a fully integrated muti-state cannabis

operator (“MSO”) is part of a strategic growth plan (the “Strategic Growth Plan”) the Company is implementing

to drive its revenues and profitability.

The Strategic Growth Plan has four components:

(i) complete the Consolidation Plan, (ii) increase

revenues in existing states, by spending capital to increase the Company’s cultivation and production capacity, and develop additional

assets within those states, (iii) expand the Company’s footprint in additional legal cannabis states through new applications and

acquisitions of existing cannabis businesses, and (iv) optimize the Company’s brand portfolio and licensing revenue by expanding

into additional states with legal cannabis programs.

The Company has created its own

brands of cannabis flower, concentrates, and precision-dosed products utilizing proprietary strains and formulations.

These products

are developed by the Company in cooperation with state-licensed operators who meet the Company’s strict quality standards,

including all natural—not artificial or synthetic—ingredients.

The Company licenses its brands and product formulations only

to certified manufacturing professionals who follow state cannabis laws and adhere to the Company’s precise scientific formulations

and product recipes.

The Company markets its high-quality cannabis

flowers and concentrates under the award-winning 1 Nature’s Heritage brand;

cannabis-infused chewable tables and

powder drink mixes under the brand names Kalm Fusion and K Fusion;

all natural fruit chews under the award-winning 1 Betty’s

Eddies brand;

and brownies, cookies, and other social sweets under the Bubby’s Baked brand.

The Company’s cannabis-infused

brands have been top-selling products in Maryland and Massachusetts.

2 The Company intends to introduce additional product lines under these brands in the foreseeable future.

The Company also has strategic alliances with

prominent brands.

The Company has partnered with renowned ice cream maker Emack & Bolio’s® to create a line-up of

cannabis-infused vegan and dairy ice cream.

Additionally, the Company has secured distribution rights for the Binske® line of cannabis

products crafted from premium artisan ingredients, the Healer line of medical full-spectrum cannabis tinctures, and the clinically-tested

medicinal cannabis strains developed in Israel by global medical cannabis research pioneer Tikun Olam.

Company’s operations have improved significantly over the past year as reflected in the following financial highlights:

increased 139% to approximately $121.5 million in 2021 from $50.9 million in 2020;

EBITDA 3 increased 144% to approximately $43.1 million in 2021 compared to $17.7 million in 2020;

assets increased to approximately $123.2 million in 2021 from $76.4 million in 2020;

and cash equivalents increased to approximately $3.0 million in 2020 from $739,000 in 2019

the course of the Company’s history in the emerging cannabis industry, it has developed an excellent reputation for

strong management, with clients that have thrived in their respective markets.

The Company’s goal is to continue this success

as it transitions from a manager and advisor to an owner and operator of cannabis businesses.

1 Awards won by the Company’s

Betty’s Eddies® brand include LeafLink 2020 Industry Innovator, Explore Maryland Cannabis 2020 Edible of the Year, and

LeafLink 2019 Best Selling Medical Product.

and cash equivalents increased to approximately $29.7 million in 2021 from $3.0 million in 2020.

won by the Company’s Betty’s Eddies brand include LeafLink 2021 Best Selling Medical Product, Reddit Sparkie 2021 Best

Edible, Respect My Region 2021 Hottest Edible, LeafLink 2020 Industry Innovator, and Explore Maryland Cannabis 2020 Edible

Awards won by the Company’s Nature’s Heritage brand include the Cultivators Cup 2021 Silver Medal and the

High Times Cannabis Cup 2021 Bronze Medal.

LeafLink Insights 2020.

Core cannabis operations exclude the one-time hemp seed sales transactions in 2019

between the Company and a related party (the “Seed Transactions”) as discussed

in the Results of Operations section within Item 7.

Management’s Discussion

And Analysis Of Financial Condition And Results Of Operations, and in the footnotes

accompanying the Company’s audited financial statements at December 31, 2020.

EBITDA is a non-GAAP financial measurement that is defined in Item 7.

Management’s Discussion And Analysis Of Financial

Condition And Results Of Operations.

The Company’s strengths can

be summarized as follows:

The Company’s management is one of the

most experienced and long-tenured in the cannabis industry.

It has had considerable success creating and growing business

in the industry by successfully applying for cannabis licenses on behalf of its clients, overseeing the development of such

clients’ cannabis operations and security plans;

sourcing real estate for cannabis facilities in receptive municipalities;

raising capital to purchase and develop facilities;

and adhering operations to regulations established by individual state

governments, including all environmental and social governance requirements.

The knowledge and experience of the Company’s

management provides a solid platform for the Company’s direct ownership through consolidation of the organic businesses

it developed and for expansion to other opportunities in other cannabis-legal states.

Adjusted EBITDA is a non-GAAP financial measurement that is defined in Item 7.

Management’s Discussion And Analysis Of

Financial Condition And Results Of Operations.

Company’s strengths can be summarized as follows:

The Company’s management is one of the most

experienced and long-tenured in the cannabis industry.

It has had considerable success creating and growing business in the industry

by successfully applying for cannabis licenses on behalf of its clients, overseeing the development of such clients’ cannabis operations

and security plans, sourcing real estate for cannabis facilities in receptive municipalities, raising capital to purchase

and develop facilities, and adhering operations to regulations established by individual state governments, including all environmental

and social governance requirements.

The knowledge and experience of the Company’s management provides a solid platform for the

Company’s direct ownership through consolidation of the organic businesses it developed and for expansion to other opportunities

in other cannabis-legal states.

of State-of-the-Art Cannabis Facilities and Operations

Company has developed state-of-the-art cannabis cultivation, production, and dispensary facilities in multiple states utilizing

the Company’s proprietary practices and implementing industry best practices.

Its facilities are examples of operational

excellence under the Company’s proven management policies and processes.

Company has developed state-of-the-art cannabis cultivation, production, and dispensary facilities in multiple states utilizing the Company’s

proprietary practices and implementing industry best practices.

Its facilities are examples of operational excellence under the Company’s

proven management policies and processes.

Brand Creation

Company has developed unique brands of precision-dosed cannabis-infused products which are currently licensed and distributed

in cannabis-legal states.

The Company intends to continue expanding both its brand portfolio and the licensing of its branded

products into additional cannabis-legal states and overseas.

Company has developed unique brands of precision-dosed cannabis-infused products which are currently licensed and distributed in cannabis-legal

The Company intends to continue expanding both its brand portfolio and the licensing of its branded products into additional

cannabis-legal states and overseas.

Technological

and Scientific Innovation

Company is diligent in identifying and reviewing the latest sciences and processes applicable to the cultivation, distillation,

production, packaging, securing, and distribution of cannabis and cannabis-infused products.

The Company has obtained the highest

quality cannabis strains and genetics.

It is at the leading edge of patient education and physician outreach for cannabis, and

it seeks strategic relationships with companies that are at the forefront of extraction and distillation.

Company is diligent in identifying and reviewing the latest sciences and processes applicable to the cultivation, distillation, production,

packaging, securing, and distribution of cannabis and cannabis-infused products.

The Company has obtained the highest quality cannabis

strains and genetics.

It is at the leading edge of patient education and physician outreach for cannabis, and it seeks strategic relationships

with companies that are at the forefront of extraction and distillation.

and Knowledge Sharing

rapid growth of the legal cannabis market presents a global paradigm shift and challenges to medical professionals and consumers

who seek scientific knowledge and research regarding the medical benefits of cannabis.

The Company provides educational research

and studies on its brands and products to its growing community of healthcare professionals and consumers.

As cannabis becomes

more mainstream, medical providers will need to be educated on how to prescribe or make recommendations to their patients, and

consumers will need to learn how to gain the most benefit from certain strains, genetics, or formulations.

part of its education initiative, the Company is assembling a Scientific Advisory Board (the “SAB”) that includes

some of the most knowledgeable scientists and researchers focused on the scientific application of cannabis for health and wellness.

The SAB’s goals will include the development of strategies to address the most widespread and debilitating medical and dietary

conditions through the utilization of cannabis- and hemp-based therapies.

Consolidation Plan

As mentioned above, the Company’s

Consolidation Plan consists of the strategic decision made in 2018 to transition from a management and advisory firm in the

cannabis space, to a direct owner of cannabis licenses and seed-to-sale operations in Massachusetts, Illinois, Maryland, Nevada,

Delaware and Rhode Island.

The following is a summary of the Company’s progress towards its Consolidation Plan.

rapid growth of the legal cannabis market presents a global paradigm shift and challenges to medical professionals and consumers who

seek scientific knowledge and research regarding the medical benefits of cannabis.

The Company provides educational research and studies

on its brands and products to its growing community of healthcare professionals and consumers.

As cannabis becomes more mainstream, medical

providers will need to be educated on how to prescribe or make recommendations to their patients, and consumers will need to learn how

to gain the most benefit from certain strains, genetics, or formulations.

part of its education initiative, the Company intends to assemble a Scientific Advisory Board (the “SAB”) that will

include knowledgeable medical practitioners and researchers focused on the scientific application of cannabis for health

and wellness.

The SAB’s goals will include the development of strategies to address the most widespread and debilitating medical

and dietary conditions through the utilization of cannabis- and hemp-based therapies.

Consolidation

The Company’s Consolidation Plan

consists of the strategic decision to acquire and consolidate client cannabis businesses it developed, and in some instances managed

and advised, in Massachusetts, Illinois, Maryland, Nevada, and Delaware.

When completed, the businesses that are acquired and

consolidated will be reported in the Company’s financial statements.

The following is a summary of the Company’s progress

towards its Consolidation Plan.

Massachusetts

December 2018, the Massachusetts Cannabis Control Commission (the “MCCC”) approved the conversion of ARL Healthcare

(“ARL”), the Company’s cannabis-licensed client, from a non-profit entity to a for-profit corporation and

the transfer of ownership to the Company.

December 2018, the Massachusetts Cannabis Control Commission (the “MCCC”) approved the conversion of ARL Healthcare Inc.

(“ARL”), the Company’s cannabis-licensed client, from a non-profit entity to a for-profit corporation and the transfer

of ownership to the Company.

ARL holds cannabis licenses for cultivation, production and dispensing.

Company’s 10,000 square foot dispensary, developed within its 22,700 square foot property in Middleboro, received

approval from the MCCC to commence operations in December 2019.

The Company’s 70,000 square foot cultivation and

production facility, developed within its 138,000 square foot property in New Bedford, received approval from the MCCC to

commence operations in January 2020, with its first harvest completed in the first quarter of 2020.

The cultivation and

production facility is now operating at full capacity as product demand remains very strong.

The Company entered into an

agreement to acquire a second dispensary in Beverly in early 2021, and expects to complete the buildout and commence

operations, subject to approval by the MCCC, in late 2021.

October 2019, the Illinois Department of Financial & Professional Regulation (the “IDFPR”) approved the Company’s

acquisition of KPG of Anna LLC and KPG of Harrisburg LLC, the Company’s two cannabis-licensed clients that operate Company-built

and -owned medical marijuana dispensaries in the state of Illinois (both entities collectively, the “KPGs”).

of this transaction, the Company also acquired the selling parties’ interests in Mari Holdings IL LLC (“Mari-IL”),

the Company’s subsidiary which owns the real estate in which the KPGs’ dispensaries are located.

Company operates (i) a 10,000 square foot dispensary, developed within its 22,700 square foot property in Middleboro that

received approval from the MCCC to commence operations in December 2019, and (ii) a 70,000 square foot cultivation and production

facility, developed within its 138,000 square foot property in New Bedford that received approval from the MCCC to commence operations

in January 2020.

The Company intends to expand the cultivation and production facility throughout the balance of the property in 2023.

The Company entered

into an agreement to acquire a second dispensary in Beverly in early 2022, and expects to complete the buildout and commence operations,

subject to approval by the MCCC, by the summer of 2022.

In October 2019, the Illinois Department of Financial

& Professional Regulation approved the Company’s acquisition of KPG of Anna LLC and KPG of Harrisburg LLC, the Company’s

two cannabis-licensed clients that operate Company-built and -owned medical cannabis dispensaries in the state of Illinois (both

entities collectively, the “KPGs”).

As part of this transaction, the Company also acquired the selling parties’ interests

in Mari Holdings IL LLC (“Mari-IL”), the Company’s subsidiary which owns the real estate in which the KPGs’ dispensaries

Effective October 1, 2019, 100% of the operations

of these entities have been consolidated into the Company’s financial statements.

Additionally, on January 1, 2020, the

state of Illinois legalized recreational adult-use cannabis, allowing the Company to operate both medical and recreational

adult-use programs in the Anna and Harrisburg dispensaries.

In September 2020, a third recreational dispensary was opened

Vernon, and a fourth recreational dispensary is under development in Metropolis, which the Company is in the

process of purchasing from the current landlord, and is expected to open in mid-2021, subject to final approval by

In the fall of 2016, the Company and

the members of Kind Therapeutics USA Inc., the Company’s client in Maryland that holds licenses for the cultivation,

production, and dispensing of medical cannabis (“Kind”), agreed to a partnership/joint venture whereby Kind would be owned 70% by the

Company and 30% by the members of Kind, subject to approval by the Maryland Medical Cannabis Commission (“MMCC”).

In reliance thereon, the Company purchased, designed, and developed a 180,000 square foot cultivation and production facility

in Hagerstown, MD for occupancy and use by Kind, which became operational in late 2017, and the Company further agreed to

manage and finance all aspects of Kind’s cannabis business, as Kind had no background or experience in the

Prior to finalizing the documents

confirming the partnership/joint venture, the Company and the members of Kind negotiated and entered into a memorandum of

understanding (“MOU”) for the Company to acquire 100% of the membership interests of Kind in December 2018.

at that time, MariMed Advisors Inc, the Company’s wholly owned subsidiary, and Kind entered into a management services

agreement to provide Kind with comprehensive management services in connection with the business and operations of Kind (the

“MSA”), and Mari Holdings MD LLC, the Company’s majority-owned subsidiary, entered into a 20-year lease

with Kind for Kind’s utilization of the Hagerstown facility (the “Lease”).

Additionally, in October 2019,

the Company purchased a 9,000 square foot building in Anne Arundel County which is to be developed into a dispensary to be

leased to Kind.

In 2019, the members of Kind sought to

renegotiate the terms of the MOU and has subsequently sought to renege on both the original partnership/joint venture and the

Additionally, on January 1, 2020, the state of

Illinois legalized recreational adult-use cannabis, allowing the Company to operate both medical and recreational adult-use programs

in the Anna and Harrisburg dispensaries.

A third recreational dispensary was opened in this state in Mt.

Vernon in September

2020, and a fourth recreational dispensary was opened in Metropolis in May 2021.

In 2016, the Company and the members of Kind Therapeutics USA Inc., the Company’s client in Maryland that holds licenses

for the cultivation, production, and dispensing of medical cannabis (“Kind”), agreed to a partnership/joint venture whereby

Kind would be owned 70% by the Company and 30% by the members of Kind, subject to approval by the Maryland Medical Cannabis Commission

In reliance thereon, the Company purchased, designed, and developed a 180,000 square foot cultivation and production

facility in Hagerstown, MD for occupancy and use by Kind, which became operational in late 2017, and the Company further agreed to manage

and finance all aspects of Kind’s cannabis business, as Kind had no background or experience in the industry.

In 2018, prior to finalizing the documents

confirming the partnership/joint venture, the Company and the members of Kind negotiated and entered into a memorandum of understanding

(“MOU”) for the Company to acquire 100% of the membership interests of Kind.

Also at that time, the parties entered

into a management services agreement for the Company to provide Kind with comprehensive management services in connection with

the business and operations of Kind, and a 20-year lease agreement for Kind’s utilization of the Company’s

Hagerstown facility.

Additionally, in 2019, the Company purchased a 9,000 square foot building in Anne Arundel County which

is to be developed into a dispensary to be leased to Kind.

2019, the members of Kind sought to renegotiate the terms of the MOU and subsequently sought to renege on both the original partnership/joint

venture and the MOU.

The Company engaged with the members of Kind in good faith in an attempt to reach updated terms acceptable to both

parties, however the members of Kind failed to reciprocate in good faith, resulting in an impasse.

Incrementally, both

parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing

legal proceedings.

As a result, the consummation of this acquisition has been delayed and may not ultimately be completed.

Incrementally, both parties through

counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings.

December 2021, the Company entered into a membership interest purchase agreement with the members of Kind to acquire 100% of the equity

ownership of Kind in exchange for $13,500,000 payable in cash (subject to adjustment) and $6,500,000 payable by the issuance of four-year

6.0% promissory notes to the members of Kind.

The notes shall be secured by a first priority lien on the Company’s property in

Hagerstown, MD.

Upon execution of the membership interest purchase agreement, the Company deposited, in escrow, the sum of $5,000,000

as a contract down-payment.

Simultaneously,

the Company entered into a membership interest purchase agreement with one of the members of Kind to acquire such member’s

entire equity ownership interest in (i) Mari Holdings MD LLC (“Mari-MD”), the Company’s majority owned subsidiary

that owns production and retail cannabis facilities in Hagerstown, MD and Annapolis, MD, and (ii) Mia Development LLC

(“Mia”), the Company’s majority owned subsidiary that owns production and retail cannabis facilities in

Wilmington, DE.

The purchase price for the interests in Mari-MD and Mia is $2,000,000 in the aggregate, payable in cash.

effect to the purchase of these interests, the Company will own approximately 99.7% and 94.3%, respectively, of Mari-MD and

closings under the foregoing agreements are subject to the fulfilment of closing conditions including, but not limited to, approval by

the MMCC, which is pending.

There is no assurance that the approval of the MMCC will be obtained or that the further closing conditions will be met.

with the closing of the transactions contemplated by the foregoing agreements, the aforementioned litigation between the parties will

be dismissed.

For further information, see Part I, Item 3.

Legal Proceedings in this report.

August 2019, the Company entered into a purchase agreement to acquire 100% of the ownership interests of The Harvest Foundation

LLC (“Harvest”), its cannabis-licensed client.

Documentation requesting approval of the transaction has been submitted

to the state cannabis commission, which is pending.

Harvest holds both medical and recreational adult-use cannabis cultivation

licenses, and operates in approximately 10,000 square feet of an industrial building that the Company leases and has built out

into a cannabis cultivation facility.

Delaware’s current cannabis program

is for medical use only, and requires license holders to be not-for-profit entities.

The Company provides comprehensive management

and real estate services to First State Compassion Center (“FSCC”), its cannabis-licensed client in this state.

The Company’s validated cannabis experience was instrumental in FSCC being granted Delaware’s first ever seed-to-sale

medical cannabis license, and two of the four statewide licenses.

FSCC leases the Company-developed 47,000

square foot seed-to-sale facility in Wilmington and the Company’s 4,000 square foot leased retail location

in Lewes which the Company developed into a cannabis dispensary.

2019, the Company entered into a purchase agreement to acquire 100% of the ownership interests of The Harvest Foundation LLC

(“Harvest”), its cannabis-licensed client.

Harvest holds both medical and adult-use cannabis cultivation licenses, and

operates in a 10,000 square foot cannabis cultivation facility developed with the Company.

Upon the approval of the transaction by

the state authority, and the fulfillment of other closing conditions, the ownership of Harvest will be transferred to the Company,

and the operations of Harvest will begin to be consolidated into the Company’s financial statements.

is no assurance that the closing conditions to the Company’s acquisition of

Harvest, including approval by the state authority, will be achieved or that the acquisition will be

current cannabis program is for medical use only, and requires license holders to be not-for-profit entities.

The Company provides comprehensive

management and real estate services to First State Compassion Center (“FSCC”), its cannabis-licensed client in this state.

The Company’s validated cannabis experience was instrumental in FSCC being granted Delaware’s first ever seed-to-sale medical

cannabis license, and two of the four statewide licenses.

leases the Company-developed 47,000 square foot seed-to-sale facility in Wilmington and the Company’s 4,000 square foot leased

retail location in Lewes which the Company developed into a cannabis dispensary.

In 2019, the Company signed a lease with an option to

purchase a 100,000 square foot building in Milford, which it is currently developing into a second cultivation and production

facility for FSCC.

The Delaware medical program has grown

to over 10,000 licensed medical patients.

FSCC, under the Company’s management, is currently operating two of the four cannabis

licenses in the state.

The additional cultivation and production facility in Milford will bring a much needed supply of product

to a state where demand continues to outpace supply.

The state is expected to allow “for-profit”

ownership of cannabis licenses in the near future, at which time the Company will seek to acquire FSCC and obtain ownership of

the licenses and operations, subject to state approval.

Rhode Island currently has a medical cannabis

program where license holders must be not-for-profit entities.

The Company is in discussions to potentially

acquire a licensed cannabis asset in this state.

purchase a 100,000 square foot building in Milford, which it is currently developing into a second cultivation and production facility

Delaware medical program has grown to over 10,000 licensed medical patients.

FSCC, under the Company’s management, is currently

operating two of the six cannabis licenses in the state.

The additional cultivation and production facility in Milford will bring

a much-needed supply of product to a state where demand continues to outpace supply.

state is expected to allow “for-profit” ownership of cannabis licenses when the state legalizes recreational adult-use

cannabis, at which time the Company will seek to acquire FSCC and obtain ownership of the licenses and operations, subject to state

Island currently has a medical cannabis program where license holders must be not-for-profit entities.

Previous discussions held by

the Company to potentially acquire a licensed cannabis asset are currently suspended.

Company was incorporated in the state of Delaware in January 2011 as a wholly-owned subsidiary of Worlds Inc.

under the name Worlds Online Inc., which was later spun-off to its stockholders.

under the name Worlds Online

Inc., which was later spun-off to its stockholders.

At its inception, Worlds Online Inc.

online virtual environments.

In 2014, the Company transitioned

its operational focus to the emerging cannabis industry and led the effort to win the cannabis license in Delaware on

behalf of its client.

To date, the Company has won a total of 17 cannabis licenses on behalf of itself and its cannabis

The following is a summary of the Company’s

history over the past three calendar years:

2017, Robert Fireman was named as the Company’s CEO and President, and Jon R.

Levine as the CFO, Treasurer, and Secretary.

The Company changed its name to MariMed Inc.

and its ticker symbol to MRMD, which is quoted on the OTCQX exchange.

Also in 2017,

the Company acquired the intellectual property, formulations, recipes, know-how, and certain other assets of the Betty’s

Eddies® brand of cannabis-infused fruit chews.

October 2018, the Company entered into a purchase agreement to acquire KPG of Anna LLC and KPG of Harrisburg LLC, the Company’s

two cannabis-licensed clients that operate medical marijuana dispensaries in the state of Illinois (both entities collectively,

the “KPGs”), and the KPGs’ owners’ interests in Mari Holdings IL LLC, the Company’s subsidiary that

owns the real estate where the KPGs’ two dispensaries are located.

On October 1, 2019, the Illinois Department of Financial

and Professional Regulation approved the Company’s acquisition of the KPGs and Mari-IL, and the acquisition transaction

was consummated.

October 2018, the Company’s cannabis-licensed client in Massachusetts, ARL Healthcare Inc.

(“ARL”), filed a

plan of entity conversion with the state to convert from a non-profit entity to a for-profit corporation, with the Company as

the sole shareholder of the for-profit corporation.

At the time, ARL held three cannabis licenses from the state of Massachusetts

for the cultivation, production and dispensing of cannabis.

In November 2018, the Company received written confirmation of state

approval of the conversion plan, resulting in ARL becoming a wholly-owned subsidiary of the Company.

November 2018, the Company issued a letter of intent to acquire The Harvest Foundation LLC, the Company’s client awarded

a cannabis license for cultivation in the state of Nevada.

In August 2019, the parties entered into a purchase agreement governing

the transaction.

The acquisition is conditional upon state approval of the transaction.

At this time, the state has paused the

processing of cannabis license transfers, without indicating when it will resume.

Upon the resumption of these activities and

the ensuing approval by the state, the Company expects to consummate this transaction whereby the operations of Harvest will be

consolidated into the Company’s financial statements.

In November 2018, the Company finalized

the purchase of an aggregate of $30.0 million of subordinated secured convertible debentures of GenCanna Global Inc., a Kentucky-based

cultivator, producer, and distributor of hemp and CBD (“GenCanna”).

In February 2019, the Company converted the debentures

plus accrued interest through the conversion date into a 33.5% equity interest of GenCanna on a fully diluted basis.

This investment

was written off in December 2019 as further discussed in the footnotes to the audited financial statements.

In December 2018, the Company and Kind entered into the aforementioned MSA and Lease.

In the fall of 2016, the Company and the members of Kind agreed to a partnership/joint venture whereby Kind would be owned 70%

by the Company and 30% by the members of Kind.

In December 2018, prior to finalizing documents confirming the partnership/joint

venture, the Company and the members of Kind negotiated and executed the aforementioned MOU for the Company to acquire 100%

of the membership interests of Kind, subject to approval by the MMCC.

As discussed in Part I, Item 3.

Legal Proceedings in this report, the Company is currently in litigation

May 2019, the Company issued 500,000 shares of its common stock in exchange for an 8.95% interest in Terrace Inc.

a Canadian entity that develops and acquires international cannabis assets.

In November 2019, the common stock of Terrace commenced

public trading on the Toronto Stock Venture Exchange.

In December 2020, Terrace was acquired by Flowr Corp., a Toronto-headquartered

cannabis company with operations in Canada, Europe, and Australia, and the Company’s investment was converted into publicly

traded shares of Flowr Corp.

June 2019, the Company executed a purchase agreement to acquire a majority of MediTaurus LLC, a company established by Jokubas

Ziburkas PhD, a neuroscientist and leading authority on hemp-based CBD and the endocannabinoid system.

MediTaurus operates in

the United States and Europe and has developed proprietary CBD formulations sold under its Florance™ brand.

July 2019, the Company entered into a licensing agreement for the exclusive manufacturing and distribution in seven states of

the Binske® portfolio of products, a brand known for utilizing best-in-class proprietary strains and craft ingredients in

its edibles, concentrates, vaporizers, and topicals.

October 2019, the Company closed on the purchase of a 9,000 square foot building in Annapolis, MD which it is developing into

a medical marijuana dispensary.

October 1, 2019, the Illinois Department of Financial and Professional Regulation approved the Company’s acquisition of

the KPGs and Mari-IL, and as of such date, the KPGs and Mari-IL became wholly-owned subsidiaries of the Company.

January 2020, the Illinois legalized adult-use cannabis, which was added to the Company’s two existing cannabis licenses,

thereby increasing the Company’s operations in Illinois to service both medical and recreational cannabis consumers.

February 2020, the Company purchased a 4,800 square foot stand-alone retail building in Mt Vernon, IL which it developed into

operated online virtual environments.

the Company transitioned its operational focus to the emerging cannabis industry and led the effort to win the cannabis license in Delaware

on behalf of its client.

To date, the Company has won a total of 17 cannabis licenses on behalf of itself and its cannabis clients.

following is a summary of the Company’s history over the past three calendar years:

June 2019, the Company acquired a 70% ownership interest of MediTaurus LLC, a company established by Jokubas Ziburkas PhD, a neuroscientist

and leading authority on hemp-based CBD and the endocannabinoid system.

MediTaurus operates in the United States and Europe and has developed

proprietary CBD formulations sold under its Florance™ brand.

In September 2021, the Company acquired the remaining 30% ownership

interest of MediTaurus.

October 2019, the Company closed on the purchase of a 9,000 square foot building in Annapolis, MD which it is developing into a medical

cannabis dispensary that the Company expects to be completed by June 2022.

October 2019, the Illinois Department of Financial

and Professional Regulation approved the Company’s acquisition of the KPGs and Mari-IL, and as of such date, the KPGs and Mari-IL

became wholly-owned subsidiaries of the Company.

January 2020, the Illinois legalized adult-use cannabis, which was added to the Company’s two existing cannabis licenses, thereby

increasing the Company’s operations in Illinois to service both medical and recreational cannabis consumers.

February 2020, the Company purchased a 4,800 square foot stand-alone retail building in Mt Vernon, IL which it developed into a

state-approved adult-use cannabis dispensary that opened in September 2020.

July 2020, the Company refinanced a mortgage secured by its properties in Massachusetts generating proceeds of $13.0 million that

were used to pay down the initial mortgage and short term promissory notes.

February 2021, the Company entered into a five-year lease agreement for a 12,000 square foot premises located in Wilmington, DE

which the Company intends to develop into a cannabis production facility with offices, and sublease to its cannabis-licensed client

in this state.

March 2021, the Company entered into a securities purchase agreement with Hadron Healthcare Master Fund with respect to

a financing facility of up to $46.0 million in exchange for newly-designated Series C convertible preferred stock of the Company

and warrants to purchase the Company’s common stock.

The initial proceeds of $23.0 million from the facility

were used to pay down debt, and will be used to upgrade certain of the Company’s owned and managed facilities.

The balance of the facility will fund the completion of the Company’s Consolidation Plan.

Company’s goal is to become a fully integrated multistate operator (“MSO”) of seed-to-sale cannabis operations.

The Company is different than some of the other MSOs in that it has incubated its client businesses from the bottom up,

built its own brands and branded products, and has retained its core management team from inception.

Other MSOs have raised

significantly more capital, including on the Canadian Securities Exchange, and acquired assets in more states than the Company

July 2020, the Company refinanced a mortgage secured by its properties in Massachusetts generating proceeds of $13.0 million that were

used to pay down the initial mortgage and short-term promissory notes.

February 2021, the Company entered into a five-year lease agreement for a 12,000 square foot premises located in Wilmington, DE which

the Company developed into a cannabis production facility with offices, and subleases to its cannabis-licensed client in

March 2021, the Company entered into a securities purchase agreement with Hadron Healthcare Master Fund with respect to a financing facility

of up to $46.0 million in exchange for newly-designated Series C convertible preferred stock of the Company and warrants to purchase

the Company’s common stock.

The initial proceeds of $23.0 million from the facility were used to pay down debt, and is being

used to upgrade certain of the Company’s owned and managed facilities.

A portion of the balance of the facility is available

to fund the Kind acquisition, provided such acquisition is consummated, including obtaining the necessary regulatory approvals, no later

than the end of 2022.

In May 2021, the Company opened its fourth adult-use

dispensary in Illinois in the city of Metropolis.

The Company had been renting this 14,000 square foot premises since January 2021, which

it developed into a state-approved cannabis dispensary in early 2021.

In July 2021 the Company purchased the premises.

In August 2021, the Company entered into a manufacturing

and royalty agreement with renown ice cream brand Emack & Bolio’s® whereby the companies will collaborate to create a line-up

of cannabis-infused vegan and dairy ice cream containing the Company’s full spectrum of natural cannabinoids and terpenes.

new category of cannabis products is expected to debut in Massachusetts during 2022, followed by launches in other cannabis-legal markets.

In November 2021, in order to quality for

applying to a cannabis dispensary license lottery in Ohio, the Company entered into short-term lease agreements for six retail

properties in this state, each property between 4,000 and 6,000 square feet and with a lease term of eleven months.

Company be awarded one or more cannabis licenses, it can extend the term of one or more of the lease agreements to ten years (with

options to further extend), and develop the premises of such extended leases into cannabis dispensaries.

In early 2022, the Company

was notified that it was awarded a license, and is awaiting the final verification process to be completed by the

November 2021, the Company entered into an asset purchase agreement to acquire the cannabis license, property lease, and other assets

and rights of, and to assume the liabilities and operating obligations associated with a cannabis dispensary that is currently operating

in Beverly, MA.

The purchase is contingent upon the approval of the Massachusetts Cannabis Control Commission, which is expected by the

summer of 2022.

Concurrent with the execution of this agreement, the parties entered into a consulting agreement pursuant to which the

Company shall provide certain oversight services related to the development, staffing, and operation of the business in exchange for

a monthly fee.

December 2021, the Company entered into a membership interest purchase agreement to acquire 100% of the equity ownership of Kind, the

Company’s cannabis-licensed client that holds licenses for the cultivation, production and dispensing of medical cannabis in Maryland.

The Company is currently waiting for approval of this acquisition from the MMCC, which is pending.

Upon approval, the acquisition of

Kind will be consummated, Kind’s financial results will begin to be consolidated into the Company’s financial statements,

and the pending litigation between the parties will be dismissed.

Simultaneous with the Kind membership

interest purchase agreement, the Company entered into an agreement to acquire a former owner of Kind’s equity ownership

interests in (i) Mari Holdings MD LLC (“Mari-MD”), the Company’s majority owned subsidiary that owns production

and retail cannabis facilities in Hagerstown, MD and Annapolis, MD, and (ii) Mia Development LLC (“Mia”), the

Company’s majority owned subsidiary that owns production and retail cannabis facilities in Wilmington, DE.

The acquisition of these interests will be consummated simultaneous with

the closing of the Kind acquisition.

Giving effect to

the purchase of these interests, the Company will own approximately 99.7% and 94.3%, respectively, of Mari-MD and Mia.

In January 2022, the Company entered into a

stock purchase agreement to acquire 100% of the ownership interests of Green Growth Group Inc., an entity that has been awarded a

craft grow cannabis license issued by the Illinois Department of Agriculture (“IDA”) for cultivation, production, and

transporting of cannabis and cannabis-infused products in Illinois.

The purchase price of $3,400,000 shall be comprised of

$1,900,000 in cash and shares of the Company’s common stock valued at $1,500,000.

The acquisition is conditioned upon the

approval by the IDA, among other closing conditions, which is expected to occur by July 2022.

Also in January

2022, the Company entered into an agreement to purchase a 30-acre parcel of land located in Mt.

Vernon, IL containing a 33,000

square foot manufacturing facility and a 13,000 square foot storage warehouse, in exchange for $1,495,000 in cash.

Upon execution of

the agreement, the Company provided a deposit of $100,000 to the seller.

The transaction is expected to close in the second quarter

of 2022, after the Company has performed a complete inspection and feasibility review.

If such review determines that the premises

will not satisfy the Company’s requirements, the Company shall have the right to terminate the agreement with no other

obligation other than the loss of the deposit.

February 2022, the Company was notified that it was awarded a cannabis dispensary license from the state of Ohio, and is awaiting the final verification process to be completed by the state.

Company’s goal is to become a fully integrated MSO of seed-to-sale cannabis operations.

The Company is different than some of the

other MSOs in that it has organically developed its client businesses from the bottom up, built its own brands and branded products,

and has retained its core management team from inception.

Other MSOs have raised significantly more capital, including on the Canadian

Securities Exchange, and acquired assets in more states than the Company has to date.

Additionally,

while Company has a comprehensive suite of products and services for the cannabis industry, it faces competition from companies

while the Company has a comprehensive suite of products and services for the cannabis industry, it faces competition from companies

of varying sizes and geographic reach, who produce and sell similar products.

Some of these companies provide a subset of the

Company’s product and service offerings, while others are able to provide an equivalent level of the products and services

offered by the Company.

The Company, using its best practices and operational expertise, is able to produce cannabis products

at one of the lowest costs in the industry which enables the Company to remain competitive in its markets.

That said, the Company’s

sales could be reduced significantly if its competitors develop and market products that are more effective, more convenient,

or are less expensive than its products.

forward, as cannabis products become more mainstream and have greater acceptance, it is likely that larger and more established

companies, with greater available resources including name recognition and national distribution networks, will enter the field.

However, the Company believes that there are many barriers to entry and that to duplicate its licenses, know how, and facilities

would take years at a great expense.

At the same time, the Company believes the emerging cannabis industry is growing at such

a pace that there are more opportunities available than current cannabis businesses can support.

The Company is developing

marketing and software systems to expand branding and distribution, as well as database marketing, home delivery, and business

tactics developed by more conventional industries that will be important to the cannabis industry as it becomes more mainstream.

Company’s Kalm Fusion® and Betty’s Eddies® branded product lines are trademarked.

The company has filed for

trademark protection for its Nature’s Heritage™ and Kiss my RSO™ product lines.

Some of these companies provide a subset of the Company’s

product and service offerings, while others are able to provide an equivalent level of the products and services offered by the Company.

The Company, using its best practices and operational expertise, is able to produce cannabis products at one of the lowest cost structures

in the industry which enables the Company to remain competitive in its markets.

That said, the Company’s sales could be reduced

significantly if its competitors develop and market products that are more effective, more convenient, or are less expensive than its

forward, as cannabis products become more mainstream and have greater acceptance, it is likely that larger and more established companies,

with greater available resources including name recognition and national distribution networks, will enter the field.

However, the Company

believes that there are many barriers to entry and that to duplicate its licenses, know how, and facilities would take years at a great

At the same time, the Company believes the emerging cannabis industry is growing at such a pace that there are more opportunities

available than current cannabis businesses can support.

The Company is upgrading its marketing efforts to expand branding

and distribution, as well as database marketing, home delivery, and business tactics developed by more conventional industries that will

be important to the cannabis industry as it becomes more mainstream.

The Company owns registered trademarks for Betty’s

Eddies, Kalm Fusion, and Nature’s Heritage, and has filed to register the Bubby’s Baked and Vibations trademarks.

Company’s proprietary processing, and manufacturing techniques and technologies, while not patented, are kept strictly confidential.

The Company enters into and enforces confidentiality agreements with key employees and consultants to protect its IP and general

The Company enters into and enforces confidentiality agreements with key employees and consultants to protect its IP and general know-how.

of December 31, 2021, the Company had a total of 326 employees, of which 260 were full-time.

In addition, the Company utilized

a variety of supporting consultants and oversaw many employees of its cannabis-licensee clients to implement its policies and

Access to Company Reports

Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to

those reports are available free of charge on the Company’s website at www.marimedinc.com as soon as reasonably practicable

after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.

Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those

reports are available free of charge on the Company’s website at www.marimedinc.com as soon as reasonably practicable after

such material is electronically filed with, or furnished to, the Securities and Exchange Commission.

addition, copies of the Company’s annual report will be made available, free of charge, on written request.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business