What changed in this filing

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Item 9A. Controls and Procedures

2022-03-16 compared with 2021-03-23 · 516 added, 415 removed, 178 unchanged (84% of the section changed)

3 unchanged sentences

controls and procedures (defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021 (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.

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

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 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

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.

Projections 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, 2021.

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.

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, 2021, 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.

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

in 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;

the past several years, 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 hiring of individuals with appropriate experience in internal controls

over financial reporting, and the modification 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.

and 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, 2021 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

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.

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.

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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.

Robert Fireman

President, Chief Executive Officer, and Chairman

Chief Financial Officer, Treasurer, Secretary, and Director

Eva Selhub, M.D.

David Allen (1) (5)

Edward Gildea (2) (3)

Chairman of the Audit Committee.

Member of the Audit Committee.

Chairman of the Compensation

Committee and the Nominating and Corporate Governance Committee.

Member of the Compensation

Member 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 directors:

Robert Fireman has

served as the Company’s president and chief executive officer since 2017 and as a director since its formation.

Fireman, and is a seasoned executive and an early pioneer and visionary in the cannabis industry.

Under his leadership, the Company

has applied for and been awarded legal cannabis licenses in multiple states and has overseen the development of state of the art, regulatory

compliant cannabis cultivation, production, and retail facilities.

Fireman was 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 that was

sold to News America Marketing, a division of News Corp.

Fireman has been a practicing attorney for over 30 years.

legal acumen and entrepreneurial experience in diverse industries serve as tremendous assets in navigating the Company through the complex,

regulated emerging cannabis industry.

In addition, he draws on his experience in direct marketing and loyalty programs, identity security,

hydroponic farming, medical billing, and many other consumer facing applications to benefit the challenges and issues facing the Company’s

growth and success.

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.

Levine has served as the Company’s chief financial officer, treasurer, and secretary since 2017 and has been a director

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

He possesses over 20 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,

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

Levine’s experience in the cannabis industry and his professional background make him an important part of the Company’s

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.

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.

Selhub simultaneously held other

positions at Tufts University, Massachusetts General Hospital, as well as other professional healthcare/medical organizations.

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 the Company’s directors.

David Allen has been

a director since June 2019.

He brings over 24 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.

presently serves as Chief Financial Officer of Iconic Brands, Inc.

From April 2019 to November 2021, Mr.

Allen served as Chief

Financial Officer, board member, and audit committee chair of Iconic Brands, Inc.

From May 2018 to April 2019, Mr.

as Chief Financial Officer of Iconic Brands, Inc.

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.

Allen 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 served as

the Chief Financial Officer and Executive Vice President of Administration at Converted Organics, Inc., after serving as audit committee

chair of Converted Organics.

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 University.

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

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

to the Board.

Edward Gildea has

been a director since the Company’s formation.

Gildea is currently a partner in the law firm Fisher Broyles LLP,

a position he has held since 2014.

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 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.

Gildea contributes expertise in the areas of mergers & acquisitions, strategic planning, funding, business development,

and executive leadership.

Gildea received a B.A.

1 unchanged sentence

from Suffolk University Law School.

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

Gildea’s 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

Company has adopted a code of ethics (the “Code of Ethics”) that applies to its 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.

A copy of the Code of Ethics

can be found on the Company’s website at https://bit.ly/MRMDethics.

The Code of Ethics was designed with the

intent to deter wrongdoing, and to promote the following:

Honest 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 the Company files with, or submit to, the

Commission and in other public communications the Company makes

Compliance with applicable

governmental laws, rules and regulations

The prompt internal reporting

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

Accountability for adherence

The Board has determined

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.

Eva Selhub are independent and represent a majority of its members.

In determining

director independence, the Board applies the independence standards set by the Nasdaq Stock Market (“ NASDAQ ”).

applying these standards, the Company’s 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 the Company’s Board.

Board has three standing committees:

2 unchanged sentences

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.

The members 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.

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 are Mr.

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

Allen and Gildea

Allen and Gildea and Dr.

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

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

Audit Committee oversees the Company’s 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:

selecting, hiring and terminating the Company’s independent

evaluating the qualifications, independence, and performance of the

Company’s independent auditors;

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

reviewing the design, implementation and adequacy and effectiveness

of the Company’s internal controls and critical policies;

overseeing and monitoring the integrity of the Company’s

financial statements and its compliance with legal and regulatory requirements as they relate to its financial statements and other

accounting matters;

with management and the Company’s independent auditors

reviewing any earnings announcements and other public announcements regarding its results of operations;

preparing the report that the SEC requires in the Company’s

annual proxy statement.

copy of the Audit Committee charter is available on the Company’s website at www.marimedinc.com .

Compensation Committee assists the Board in determining the compensation of the Company’s 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.

approving the compensation and benefits of its executive officers;

reviewing the performance objectives and actual performance of its officers;

administering its 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.

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);

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

appointment of directors to the Company’s committees;

establishing a policy for

considering stockholder nominees to the Board;

the Company’s corporate governance principles and making recommendations to the Board regarding possible changes;

reviewing and monitoring

compliance with the Company’s 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 held.

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.

(iii) the candidate’s resume or a listing of his or her qualifications to be a director of the

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) 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 the Company is required to report, in this Form

10-K, any failure to comply therewith during the fiscal year ended December 31, 2021 or prior fiscal years.

Other than as set forth

in the Delinquent Section 16(a) Reports section below, the Company believes that all of these filing requirements were satisfied

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

this statement, the Company has relied solely on copies of any reporting forms it has received, 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.

of Robert Fireman and Jon Levine was not timely in the filing of one Form 4 during the fiscal year ended December 31, 2021 to

report an option exercise in December 2021.

EXECUTIVE COMPENSATION.

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.

following table sets forth the compensation paid by the Company during the fiscal periods ended December 31, 2021 and 2020 to its chief

executive officer and other most highly compensated executive officers whose compensation exceeded $100,000 for the year ended December

Compensation Table (1) (2)

Name and principal position

Name and principal

Robert Fireman

1 unchanged sentence

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.

Chief Operating Officer

The compensation reported

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

Pursuant to the regulations

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

Amounts 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.

following table sets forth information as of December 31, 2021 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, 2021

2 unchanged sentences

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.

Robert Fireman

compensation package for each of the three non-employee members of the Board is comprised of an annual grant of stock options to purchase

up to 100,000 shares of the Company’s common stock with a five-year term at an exercise price equal to the fair value the Company’s

common stock on the grant date, and cash compensation of $6,250 per quarter.

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

2021 for their services rendered as directors.

Eva Selhub, M.D.

4 unchanged sentences

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

Amounts 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.

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

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;

following table sets forth as of March 16, 2022, 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.

2 unchanged sentences

of Beneficial

% of Class (2)

Robert Fireman

1 unchanged sentence

31,696,727 (4)

11,149,508 (5)

Eva Selhub, M.D.

Edward Gildea

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

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

72,357,588 (8)

Greater Than 5% Stockholders:

Gerald McGraw

James Griffin

than one percent.

1 unchanged sentence

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

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

The Company believes 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 335,183,206 shares of

common stock outstanding as of March 16, 2022.

5,000,000 currently exercisable stock options.

Includes 5,000,000 currently exercisable stock options

and 6,684,640 shares of common stock held in a trust for the benefit of the Mr.

Levine’s children.

Levine’s spouse

is the trustee of the trust.

Levine disclaims beneficial ownership of the 6,684,640 shares held in trust for the purposes of

section 13(d) or 13(g) of the Exchange Act.

1,300,000 currently exercisable stock options and 2,000,000 shares of common stock held in a trust for the benefit of Mr.

Shaw’s spouse is the trustee of the trust.

Shaw disclaims beneficial ownership of the 2,000,000 shares held

in the trust for the purposes of section 13(d) or 13(g) of the Exchange Act.

200,000 currently exercisable stock options.

300,000 currently exercisable stock options

12,000,000 currently exercisable stock options

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

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.

July 1, 2021, the Company entered into employment agreements with its CEO, CFO, and COO, expiring in June 2024, that provide for an annual

base salary of $350,000, $325,000, and $300,000, respectively, and the ability to receive annual bonuses of up to 75% of the executive’s

annual base salary for each year during the term, based on reaching certain performance goals established by the Company.

to the agreements, the CEO, CFO, and COO were granted (i) on the effective date, options to purchase up to 5,000,000, 5,000,000, and

1,250,000 shares, respectively, of the Company’s common stock, at an exercise price of $0.88 per share, that vest over one year

and expire in July 2026, and (ii) in October 2021, options to purchase up to 5,000,000, 5,000,000, and 1,250,000 shares, respectively,

of the Company’s common stock, at an exercise price of $0.90 per share, that vest over one year and expire in September 2026.

Additionally,

the agreements (i) provide these officers with additional grants on each anniversary of the effective date of the agreements in the sole

discretion of the Company’s Compensation Committee, and contain covenants not to compete, non-solicitation provisions, and termination

obligations, among other terms and conditions.

July 2021, the Company granted five-year options to purchase up to 100,000 shares of common stock to each of the Company’s three

independent board members at an exercise price of $0.88 per share.

December 2021, the CEO and CFO each exercised options to purchase 100,000 shares of common stock on a cashless basis.

The exercise price

of $0.63 per share was paid via the surrender by each individual of 73,256 shares of common stock.

Also in this month, an independent

board member allowed to expire options to purchase up to 100,000 of commons stock at an exercise price of $0.63 per share.

April 2020, the Company issued options to purchase up to 50,000 shares of common stock to its COO, with an exercise price of $0.30 per

share and expiring three years from grant date.

The fair value of these options of approximately $6,000 was charged to compensation expense

over the annual vesting period.

No options were issued to related parties in 2021.

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.

Company’s corporate offices are leased from an entity in which the Company’s CFO has an investment interest.

This lease expires

in October 2028 and contains a five-year extension option.

In 2021 and 2020, expenses incurred under this lease approximated $156,000

in both years.

Company procures nutrients, lab equipment, cultivation supplies, furniture, and tools from an entity owned by the family of the Company’s

The aggregate purchases from this entity in 2021 and 2020 approximated $4.9 million and $2.5 million, respectively.

Company pays royalties on the revenue generated from its Betty’s Eddies product line to an entity owned by the Company’s

COO and its SVP of Sales under a royalty agreement.

This agreement was amended effective January 1, 2021 whereby, among other modifications,

the royalty percentage changed from 2.5% on all sales of Betty’s Eddies products to (i) 3.0% and 10.0% of wholesale sales of existing

products within the product line if sold directly by the Company, or licensed by the Company for sale by third-parties, respectively,

and (ii) 0.5% and 1.0% of wholesale sales of future developed products within the product line if sold directly by the Company, or licensed

by the Company for sale by third-parties, respectively.

The aggregate royalties due to this entity in 2021 and 2020 approximated $266,000

and $615,000, respectively.

2021 and 2020, one of the Company’s majority owned subsidiaries paid aggregate distributions of approximately $44,000 and $30,000,

respectively, to the Company’s CEO and CFO, who own minority equity interests in such subsidiary.

In 2021, another of the Company’s

majority owned subsidiaries paid distributions of approximately $7,000 to a current employee who owns a minority equity interest in such

Company’s mortgages with Bank of New England, DuQuoin State Bank, and South Porte Bank are personally guaranteed by the Company’s

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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.

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, 2021 and 2020.

Year Ended December 31,

3 unchanged sentences

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

Fees 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.

Fees for assurance and

related services in connection with the performance of the audit or the review of the Company’s financial statements.

Fees for professional services

with respect to tax compliance, tax advice, and tax planning.

Fees for permissible work

that does not fall within any of the aforementioned categories of audit fees, audit-related fees, or tax fees.

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.

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.

3 unchanged sentences

Financial Statement Schedules

financial statement schedules are included because the information is either provided in the consolidated financial statements

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

financial statement schedules are included because the information is either provided in the consolidated financial statements or is

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

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 of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on March 9, 2017 (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)

Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on April 25, 2017, effective as of May 1, 2017 (q)

Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 24, 2021 (q)

By-Laws – Restated as Amended (a)

18 unchanged sentences

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)

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.

to Hadron Healthcare Master Fund (q)

Third Amended and Restated Promissory Note, dated April 1, 2021, in the principal amount of $3,211,653.84, issued by MariMed Hemp Inc.

and MariMed Inc.

to SYYM LLC (r)

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

Amendment to the Amended and Restated 2018 Stock Award and Incentive Plan, effective as of September 23, 2021 (q)

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

5 unchanged sentences

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)

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)

and Hadron Healthcare Master Fund (q)

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

and Hadron Healthcare Master Fund *

List of subsidiaries (q)

and Hadron Healthcare Master Fund (q)

Amendment Agreement dated April 1, 2021, between SYYM LLC, as noteholder and collateral agent, and MariMed, Inc.

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

Employment Agreement between MariMed Inc.

and Robert Fireman, dated July 9, 2021 (s)

Employment Agreement between MariMed Inc.

Levine, dated July 9, 2021 (s)

Employment Agreement between MariMed Inc.

and Timothy Shaw, dated July 9, 2021 (s)

Form of the First Amendment to the Employment Agreement, effective as of September 22, 2021, between MariMed Inc.

and each of Robert Fireman, Jon R.

Levine, and Timothy Shaw (q)

Form of Stock Option Agreement, dated July 9, 2021, with each of Robert Fireman, Jon R.

Levine, and Timothy Shaw (q)

of Stock Option Agreement, dated October 1, 2021, with each of Robert Fireman, Jon R.

Levine, and Timothy Shaw (q)

Settlement Agreement and General Release, dated August 19, 2021, between MariMed Inc.

and Thomas Kidrin (q)

Membership Interest Purchase Agreement, dated December 31, 2021, between MariMed Inc.

and Jennifer DiPietro, Susan Zimmerman and Sophia Leonard-Burns *

Membership Interest Purchase Agreement, dated December 31, 2021, between MariMed Advisors Inc.

and Jennifer DiPietro *

of subsidiaries *

of M&K CPAS, PLLC, dated March 16, 2022 *

3 unchanged sentences

Section 1350 Certifications of Chief Financial Officer **

Extension Schema *

Extension Calculation Linkbase *

Extension Definition Linkbase *

Extension Label Linkbase *

Extension Presentation Linkbase *

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

Instance Document *

Taxonomy Extension Schema

Taxonomy Extension Calculation

Taxonomy Extension Definition

Taxonomy Extension Label

Taxonomy Extension Presentation

Cover 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.

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.

This exhibit is a management contract or compensatory plan or arrangement.

Previously filed as an exhibit to

the Registration Statement on Form 10-12G (File No.

000-54433) filed on June 9, 2011 and incorporated herein by reference.

Previously filed as an exhibit to the

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

Intentionally omitted.

Previously filed as Appendix

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

Previously filed as an exhibit to

the Quarterly Report on Form 10-Q for the period ended September 30, 2019, filed on November 29, 2019 and incorporated herein

by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on February 12, 2020 and incorporated herein by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on February 12, 2020 and incorporated herein by reference.

Previously filed as an exhibit to the

Current Report on Form 8-K filed on February 27, 2020 and incorporated herein by reference.

Previously filed as an exhibit to

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

Previously filed as an exhibit to

the Current Report on Form 8-K filed on June 30, 2020 and incorporated herein by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on June 30, 2020 and incorporated herein by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on June 30, 2020 and incorporated herein by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on October 26, 2020 and incorporated herein by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on October 26, 2020 and incorporated herein by reference.

Previously filed as an exhibit to

the Annual Report on Form 10-K for the year ended December 31, 2012 filed on March 29, 2013 and incorporated herein by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on March 2, 2021 and incorporated herein by reference.

Previously filed as an exhibit to

the Quarterly Report on Form 10-Q for the period ended September 30, 2021 filed on November 15, 2021 and incorporated herein by

Previously filed as an exhibit to

the Current Report on Form 8-K filed on March 23, 2021 and incorporated herein by reference.

Previously filed as an exhibit to

the Current Report on Form 8-K filed on July 9, 2021 and incorporated herein by reference.

FORM 10-K SUMMARY

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on

its behalf by the undersigned, thereunto duly authorized.

accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant caused this Report to be signed on its behalf

by the undersigned, thereunto duly authorized.

March 16, 2022

Robert Fireman

and Chief Executive Office

accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the

Registrant and in the capacities and on the dates indicated.

President and Chief Executive Office

accordance with the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant

and in the capacities and on the dates indicated.

Robert Fireman

and Chief Executive Officer

Executive Officer)

Financial Officer

Financial Officer)

President and Chief Executive

March 16, 2022

Robert Fireman

(Principal Executive Officer)

Chief Financial Officer

March 16, 2022

(Principal Financial Officer)

March 16, 2022

Edward Gildea

March 16, 2022

Edward Gildea

March 16, 2022

Certificate of Incorporation of the Company (a)

Amended Certificate of Incorporation of the Company (b)

Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on March 9, 2017 (b)

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

1 unchanged sentence

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

Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on April 25, 2017, effective as of May 1, 2017 (q)

Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 24, 2021 (q)

By-Laws – Restated as Amended (a)

17 unchanged sentences

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)

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

to Hadron Healthcare Master Fund (q)

Third Amended and Restated Promissory Note, dated April 1, 2021, in the principal amount of $3,211,653.84, issued by MariMed Hemp Inc.

and MariMed Inc.

to SYYM LLC (r)

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

Amendment to the Amended and Restated 2018 Stock Award and Incentive Plan, effective as of September 23, 2021 (q)

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

2 unchanged sentences

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 (h)

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