MARIMED INC. 10-Q

Item 5. Other Information In July 2022, Mari Holdings Mt Vernon LLC, a wholly owned subsidiary of the Company, entered into a $3.0 million loan agreement and mortgage with Du Quoin State Bank secured by property owned in Mt. Vernon, Illinois, which the Company is developing into grow and production facility. The loan has a 20-year term and initially bears interest at the rate of 7.75%, subject to upward adjustment on each annual anniversary date to the Wall Street Journal U.S. Prime Rate (with an interest rate floor of 7.75%). The proceeds of this loan will be utilized for the build-out of the property and other working capital needs. On August 4, 2022, the Company and Hadron entered into a Second Amendment to the Purchase Agreement pursuant to which, inter alia, (a) Hadron’s obligation to provide any further funding to the Company and the Company’s obligation to issue any further securities to Hadron was terminated, (b) Hadron’s right to appointment a designee to the Company’s board of directors was eliminated, and (c) certain covenants restricting the Company’s incurrence of new indebtedness were eliminated. Item 6. Exhibits Exhibit No. Description 3.1 Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10-12G, File No. 000-54433, filed on June 9, 2011 with the SEC). 3.1.1 Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on March 9, 2017 (incorporated by reference to Exhibit 3.1.1 to the Company’s Annual Report on Form 10-K filed on April 17, 2017 with the SEC). 3.1.2 Series B Convertible Preferred Stock Certificate of Designation as filed with the Secretary of State of Delaware on February 27, 2020 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on February 28, 2020 with the SEC). 3.1.3 Certificate Eliminating the Series A Preferred Stock as filed with the Secretary of State of Delaware on February 27, 2020 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed on February 28, 2020 with the SEC). 3.1.4 Series C Convertible Preferred Stock Certificate of Designation as filed with the Secretary of State of Delaware on March 1, 2021 (incorporated by reference to Exhibit 3.1.4 to the Company’s Current Report on Form 8-K, filed on March 2, 2021 with the SEC). 3.1.5 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 (incorporated by reference to Exhibit 3.1.5 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021 with the SEC). 3.1.6 Certificate of Amendment to the Certificate of Incorporation of the Company as filed with the Secretary of State of Delaware on September 24, 2021 (incorporated by reference to Exhibit 3.1.6 to the Company’s Quarterly Report on Form 10-Q, filed on November 15, 2021 with the SEC). 3.2 By-Laws – Restated as Amended (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-12G, filed on June 9, 2011 with the SEC). 10.1*** Form of Second Amendment to Agreement to Employment, effective as of May 11, 2022, between MariMed Inc. and Jon R. Levine (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on May 18, 2022 with the SEC). 39 10.2*** Form of Stock Option Agreement, dated May 2, 2022, between MariMed Inc. and Susan M. Villare (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on May 18, 2022 with the SEC). 10.3*** Form of Restricted Stock Agreement, dated May 2, 2022, between MariMed Inc. and Susan M. Villare (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on May 18, 2022 with the SEC). 10.4* Second Amendment to Securities Purchase Agreement, dated August 4, 2022, by and between MariMed Inc. and Hadron Healthcare Master Fund. 31.1. Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer * 31.2. Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer * 32.1. Section 1350 Certification of Chief Executive Officer ** 32.2. Section 1350 Certification of Chief Financial Officer ** 101.INS XBRL Instance Document * 101.SCH XBRL Taxonomy Extension Schema * 101.CAL XBRL Taxonomy Extension Calculation Linkbase * 101.DEF XBRL Taxonomy Extension Definition Linkbase * 101.LAB XBRL Taxonomy Extension Label Linkbase * 101.PRE XBRL Taxonomy Extension Presentation Linkbase * 104 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. *** This exhibit is a management contract or compensatory plan or arrangement. 40 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 9, 2022 MARIMED INC. By: /s/ Susan M. Villare Susan M. Villare Chief Financial Officer (Principal Financial Officer) 41