Item 5. Market for Registrant’s Common Equity
ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
The
Company’s common stock currently trades on the OTCQX market under the MRMD ticker symbol. Any over-the-counter market quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
Stockholders
As
of March 16, 2022, the Company had 729 stockholders of record and 335,183,206 outstanding shares of common stock.
Dividends
The
Company has never declared or paid a dividend on its common stock, and it does not anticipate paying cash or other dividends in the foreseeable
future.
Recent
Sales of Unregistered Securities
In November 2021, the Company issued 202,204 shares
of common stock associated with previously issued subscriptions on common stock with a value of approximately $189,000.
During the period October 2021 to January 2022,
the holder of Company-issued promissory notes converted $875,000 of principal into 2,500,001 shares of common stock at a conversion price
of $0.35 per share.
During the period October 2021 to January 2022,
options to purchase 55,000 shares of common stock were exercised by current and former employees at exercise prices of $0.14 and $0.30
per share. Additionally, in December 2021, the Company’s CEO and CFO each exercised options on a cashless basis to purchase common
stock at an exercise price of $0.63 per share, each receiving 26,744 net shares of common stock.
In December 2021, the Company granted 2,293 shares
of common stock to an employee in exchange for services rendered during the fourth quarter of 2021 at a value of approximately $2,000.
In December 2021, the Company issued 825,000 shares
of common stock in exchange for consulting services.
During the period October 2021 to December 2021, the Company granted
five-year options to employees to purchase up to 2,972,500 shares of common stock at exercise prices ranging from $0.69 to $0.88 per
share. Additionally, in October 2021, the Company granted five-year options to its CEO, CFO, and COO to purchase up to 11,250,000 shares
of common stock in the aggregate at an exercise price of $0.90 per share.
The
issuance of the shares of common stock described above were deemed to be exempt from registration under the Securities Act in reliance
upon Sections 4(a)(2) and/or 4(a)(5) of the Securities Act. A legend restricting the sale, transfer, or other disposition of these securities
other than in compliance with the Securities Act was placed on the securities issued in the foregoing transactions.
( 16 )
Company
Equity Compensation Plans
The
following table sets forth information as of December 31, 2021 with respect to compensation plans (including individual compensation
arrangements) under which equity securities of the Company are authorized for issuance.
Plan Category
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights
Weighted-average
exercise price of
outstanding
options, warrants
and rights
Number of
securities
remaining available
for future
issuance under equity compensation plans
Equity compensation plans approved by stockholders (1)
39,821,671
$ 0.91
28,618,664
Equity compensation plans not approved by stockholders
-
$ -
-
Total
39,821,671
28,618,664
(1)
Consist
of options exercisable for (i) 39,821,671 shares granted under the Incentive Plan (hereinafter defined) of which 3,456,250 shares
continue to be subject to the terms of the Company’s 2018 Stock Award and Incentive Plan.
The
Company’s Amended and Restated 2018 Stock Award and Incentive Plan (the “Incentive Plan”) provides incentives for the
achievement of important performance objectives and promotes the long-term success of the Company. In September 2019, the Company’s
stockholders approved the Incentive Plan. In September 2021, the stockholders approved an amendment to the Incentive Plan increasing
the aggregate number shares reserved for issuance from 40,000,000 to 70,000,000.
The
Incentive Plan is an omnibus plan, authorizing a variety of equity award types as well as cash and long-term incentive awards. Each award
under the Incentive Plan is subject to the Company’s claw back policy in effect at the time of grant of the award. Shares actually
delivered in connection with an award will be counted against the aggregate number of reserved shares. Shares will remain available for
new awards if an award under the Incentive Plan expires, is forfeited, canceled, or otherwise terminated without delivery of shares or
is settled in cash.
The
board of directors may amend, suspend, discontinue, or terminate the Incentive Plan or the authority to grant awards thereunder without
stockholder approval, except as required by law or regulation or under rules of the stock exchange, if any, on which the Company’s
stock may then be listed. Unless earlier terminated, grants under the Incentive Plan will terminate ten years after stockholder approval
of the Incentive Plan, and the Incentive Plan will terminate when no shares remain available, and the Company has no further obligation
with respect to any outstanding award.
ITEM
6. SELECTED FINANCIAL DATA
The
Company is a “smaller reporting company” as defined by Regulations S-K and as such, is not required to provide the information
contained in this item pursuant to Regulation S-K.