What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-03 compared with 2022-03-16 · 14 added, 64 removed, 1 unchanged (99% of the section changed)

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

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.

of March 16, 2022, the Company had 729 stockholders of record and 335,183,206 outstanding shares of common stock.

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

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

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

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.

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.

Equity Compensation Plans

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

securities to be

options, warrants

Weighted-average

exercise price of

options, warrants

remaining available

issuance under equity compensation plans

Equity compensation plans approved by stockholders (1)

Equity compensation plans not approved by stockholders

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.

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.

Incentive Plan is an omnibus plan, authorizing a variety of equity award types as well as cash and long-term incentive awards.

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.

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.

SELECTED FINANCIAL DATA

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.

Our common stock currently trades on both the OTCQX market and on the Canadian Securities Exchange 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.

As of February 28, 2023, we had approximately 733 stockholders of record.

We have never declared or paid a dividend on its common stock, and we do not anticipate paying cash or other dividends in the foreseeable future.

Recent Sales of Unregistered Securities

During the three months ended December 31, 2022, we issued the following unregistered securities:

• 2,000,000 shares of restricted common stock as purchase consideration for an asset purchase with an aggregate fair value of approximately $712,000;

• 109,487 shares of restricted common stock issued as payment under a royalty agreement with an aggregate fair market value of approximately $59,000;

• 5,569 shares of restricted common stock to an employee with a grant date fair value of approximately $2,500;

• 82,337 shares of restricted common stock issued in a cashless warrant exercise;

such warrants had an exercise price of $0.504.

We withheld 813,694 shares underlying such warrants to cover the aggregate exercise price of approximately $46,000.

The issuance of the shares of common stock described above were deemed to be exempt from registration under the Securities Act of 1933, as amended, 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.

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 5. Market for Registrant’s Common Equity