What changed in this filing

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Item 9A. Controls and Procedures

2023-03-03 compared with 2022-03-16 · 156 added, 671 removed, 23 unchanged (97% of the section changed)

Controls and Procedures

of Disclosure Controls and Procedures

Company’s management, with the participation of its CEO and CFO, evaluated the effectiveness of the Company’s disclosure

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.

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

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.

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 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;

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures (defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934, as amended (the "Exchange Act")) as of December 31, 2022 (the “Evaluation Date”).

Based upon that evaluation, our CEO and CFO concluded that, as of the Evaluation Date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit 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 our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our 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, our CEO and CFO, and effected by our 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.

Our internal control system is designed to provide reasonable assurances to our 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.

Our CEO and CFO assessed the effectiveness of our internal control over financial reporting as of December 31, 2022.

In making this assessment, our 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, our CEO and CFO have concluded that, as of December 31, 2022, our internal control over financial reporting was not effective due to the lack of a formalized and complete set of policy and procedure documentation evidencing our Company’s system of internal controls over financial reporting (“Lack of Formal Documentation”).

Such Lack of Formal Documentation is not uncommon our a company of our size due to personnel and financial limitations.

Our 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, our financial position could make it difficult for it to implement this remediation.

Changes in Internal Control over Financial Reporting

Over the past several years, we implemented significant measures to remediate past instances of ineffectiveness of our 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 our accounting processes and enhancement to our financial control.

Further, we expanded our board of directors to include a majority of independent disinterested directors;

established an audit, compensation, and corporate governance committee of the board of directors;

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.

and adopted a formal policy with respect to related party transactions.

Other than as described above, there was no change to our 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, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

Pursuant to rules of the SEC that permit us to provide only our management’s report in this annual report on Form 10-K, an attestation report of our independent registered public accounting firm regarding internal control over financial reporting is not included in this Annual Report on Form 10-K.

Other Information

On February 28, 2023, the Board appointed Jon R.

Levine as the Company's Chief Executive Officer and Edward Gildea as Chairman of the Board.

Effective February 28, 2023, the Company entered into an amended and restated employment agreement with each of Jon R.

Levine, President and Chief Executive Officer (the "Levine Agreement") and Timothy Shaw, Chief Operating Officer (the "Shaw Agreement") and a new employment agreement with Susan M.

Villare, Chief Financial Officer (the "Villare Agreement") (the Levine Agreement, the Shaw Agreement and the Villare Agreement, collectively the "Employment Agreements").

Pursuant to the Levine Agreement, Mr.

Levine will receive a base salary of $375,000, effective March 1, 2023, with a target bonus opportunity equal to 60% of his then-applicable annual base salary and a maximum bonus opportunity equal to 120% of his then-applicable annual base salary.

Pursuant to the Villare Agreement, Ms.

Villare will receive a base salary of $300,000, effective March 1, 2023, with a target bonus opportunity equal to 60% of her then-applicable annual base salary and a maximum bonus opportunity equal to 120% of her then-applicable annual base salary.

Pursuant to the Shaw Agreement, Mr.

Shaw will receive a base salary of $325,000, effective March 1, 2023, with a target bonus opportunity equal to 60% of his then-applicable annual base salary and a maximum bonus opportunity equal to 120% of his then-applicable annual base salary.

Villare, and Mr.

Shaw (each, an “Executive”) is entitled to severance payments and benefits upon certain terminations of employment under the terms of their respective Employment Agreement.

Upon termination of an Executive’s employment by the Company without Cause or by an Executive for Good Reason (each as defined in the Employment Agreements), each Executive is entitled to severance payments equal to:

(i) 12 months of his/her base salary, payable over 12 months following termination;

(ii) the aggregate sum of the Company’s share of medical, dental, and vision insurance premiums for such Executive and his/her dependents for a 12 month period, payable over 12 months following termination;

(iii) in the event such termination occurs less than six months following the commencement of the fiscal year, such Executive shall be entitled to receive a prorated target bonus, prorated based on the number of days actually employed in such fiscal year (the “Pro Rata Bonus”), payable on the severance commencement date;

and (iv) in the event such termination occurs six months or later following the commencement of the fiscal year, an amount equal to the target bonus (the “Target Bonus”), payable on the severance commencement date.

In addition, upon such termination, the Executive’s equity awards that are subject to vesting based solely upon such Executive’s continued service with the Company and would have vested during the 12 month period following the date of termination of employment will vest.

Notwithstanding the foregoing, to the extent a termination by the Company without Cause or by an Executive for Good Reason during a Change in Control Protection Period (as defined in the Employment Agreements), each Executive is entitled to receive a cash lump sum payment equal to:

(a) the sum of 24 months of the Executive’s base salary;

(b) two times the Executive’s target bonus for the calendar year in which the date of termination occurs;

(c) the aggregate sum of the Company’s share of medical, dental, and vision insurance premiums for the Executive and his/her dependents for a 24 month period;

(d) if in the event such termination occurs less than six months following the commencement of the fiscal year, such Executive shall be entitled to receive the Pro Rata Bonus, payable on the severance commencement date;

and (e) in the event such termination occurs six months or later following the commencement of the fiscal year, an amount equal to the Target Bonus, payable on the severance commencement date.

In addition, upon such termination, any of the Executive’s unvested equity awards outstanding immediately prior to the date of termination will automatically become fully vested and exercisable as of the date of termination.

In the event an Executive’s employment with the Company is terminated as a result of his/her death or Disability (as defined in the Employment Agreements), then in addition to Accrued Benefits (as defined in the Employment Agreements), the Company will pay such Executive or his/her estate or representative the Pro Rata Bonus.

The foregoing description of each Employment Agreement is qualified in its entirety by reference to the respective Employment Agreement, which are filed as Exhibits 10.18, 10.19, and 10.20 hereto and are incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Directors, Executive Officers and Corporate Governance

following table sets forth the name, age and position of to the Company’s directors and executive officers.

to the Company’s

directors are elected annually and serve until the next annual meeting of stockholders.

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 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.

During this period, Dr.

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 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.

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 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.

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.

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

and executive leadership.

Gildea received a B.A.

from The College of the Holy Cross and a J.D.

from Suffolk University Law School.

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.

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 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 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:

an audit committee (the “Audit Committee”), a compensation committee (the “Compensation

Committee”) and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”).

Each committee is made up entirely of independent directors as defined under section 5605(a)(2) of the NASDAQ rules.

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 are Mr.

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

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

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 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.

Specific responsibilities include the following:

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

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 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

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.

We have adopted a code of ethics (the “Code”) that applies to our Board of Directors executive officers, including our principal executive officer, principal financial officer, principal accounting officer or controller, or individuals performing similar functions, as well as our employees.

A copy of the Code can be found on our website at https://ir.marimedinc.com/corporate-governance/governance-documents.

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;

• full, 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;

• prompt internal reporting of violations of the code to an appropriate person or persons identified in the Code;

• accountability for adherence to the Code.

The information required by this Item 10 is incorporated herein by reference to our definitive included in our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S.

Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year ended December 31, 2022.

Executive Compensation

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

Robert Fireman

President and CEO

Chief Financial Officer

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, 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

Unexercisable

Equity Incentive

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.

David Allen (2)

Edward Gildea (3)

Selhub held 200,000 stock options at December 31, 2020.

Allen held 200,000 stock options at December 31, 2020.

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.

The information required by this Item 11 is incorporated herein by reference to our definitive included in our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S.

Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year ended December 31, 2022.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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.

Name and Address of Beneficial Owner (1)

Amount & Nature

of Beneficial

% of Class (2)

Robert Fireman

28,581,962 (3)

31,696,727 (4)

11,149,508 (5)

Eva Selhub, M.D.

Edward Gildea

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

72,357,588 (8)

than one percent.

business address for each person named is c/o MariMed Inc., 10 Oceana Way, Norwood, MA 02062.

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

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

The information required by this Item 12 is incorporated herein by reference to our definitive included in our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S.

Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year ended December 31, 2022.

Certain Relationships and Related Transactions, and Director Independence

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

The information required by this Item 13 is incorporated herein by reference to our definitive included in our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S.

Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year ended December 31, 2022.

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, 2021 and 2020.

Year Ended December 31,

Audit fees (1)

Audit-related fees (2)

All other fees (4)

Total accounting fees and services

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.

The information required by this Item 14 is incorporated herein by reference to our definitive included in our definitive proxy statement pursuant to Regulation 14A, which proxy statement will be filed with the U.S.

Securities and Exchange Commission not later than 120 days after the end of the Company's fiscal year ended December 31, 2022.

Exhibits, Financial Statement Schedules

Company has filed the following documents as part of this Form 10-K:

Consolidated Financial Statements

Index to Consolidated Financial Statement on page 28.

1) Financial Statements

The consolidated financial statements of the Company are listed in the index under Part II, Item 8, of this Annual Report on Form 10-K.

2) 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.

Certificate of Incorporation of the Company (a)

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)

Amended and Restated Promissory Note, dated February 10, 2020, in the principal amount of $11,500,000, issued by MariMed Hemp Inc.

and MariMed Inc.

Promissory Note, dated February 27, 2020, in the principal amount of $3,742,500, issued by MariMed Inc.

to Navy Capital Green Fund, LP (h)

Promissory Note, dated February 27, 2020, in the principal amount of $675,000, issued by MariMed Inc.

to Navy Capital Green Co-Invest Fund, LLC (h)

12% Convertible Promissory Note, dated April 23, 2020, in the principal amount of $900,000, issued by MariMed Inc.

to Best Buds Funding LLC (i)

Second Amended and Restated Promissory Note, dated June 24, 2020, in the principal amount of $8,811,653.84, issued by MariMed Hemp Inc.

and MariMed Inc.

to SYYM LLC (j)

Common Stock Purchase Warrant, dated June 24, 2020, issued by MariMed Inc.to SYYM LLC (k)

Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $5,845,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $3,000,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

Common Stock Purchase Warrant, dated September 30, 2020, issued by MariMed Inc.to Best Buds Funding, LLC.

and/or its designees (m)

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.

Allen, Eva Selhub, M.D., and Edward J.

Amendment Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral agent, and MariMed Inc.

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.

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

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

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 (q)

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

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 *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer *

Section 1350 Certifications of Chief Executive Officer **

Section 1350 Certifications of Chief Financial Officer **

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.

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.

All schedules are omitted because they are not applicable, not required under the instructions, or the information is contained in the consolidate financial statements or notes thereto, included herein.

3) List of Exhibits

The Exhibits filed part of this Annual Report on Form 10-K are listed in the Exhibit Index immediately preceding the signature page of this Annual Report, which Exhibit Index is 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.

March 16, 2022

Robert Fireman

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

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

Pursuant to the requirements of Section 13 or 15(d) 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.

March 3, 2023

President and Chief Executive Officer

Pursuant to the requirements of 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.

Signature Title Date

Levine President and Chief Executive Officer March 3, 2023

Levine (Principal Executive Officer)

Villare Chief Financial Officer March 3, 2023

Villare (Principal Financial Officer)

/s/ Edward Gildea Director and Chairman of the Board March 3, 2023

Edward Gildea

March 16, 2022

Certificate of Incorporation of the Company (a)

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)

/s/ David Allen Director March 3, 2023

/s/ Eva Selhub Director March 3, 2023

EXHIBIT INDEX

3.1 Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form 10-12G (File No.

000-54433), filed June 9, 2011 with the SEC).

3.1.1 Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K, filed April 17, 2017 with the SEC).

3.1.2 Certificate Eliminating Reference to A Series of Shares of Stock from the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, filed February 27, 2020 with the SEC).

3.1.3 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of the Registrant (incorporate by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed February 27, 2020 with the SEC).

3.1.4 Certificate of Designation of Preferences, Rights and Limitations of Series C Convertible Preferred Stock of the Registrant (incorporated by reference to Exhibit 3.1.4 to the Registrant's Current Report on Form 8-K, filed March 2, 2021 with the SEC).

3.1.5 Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1.5 to the Registrant's Quarterly Report on Form 10-Q, filed November 14, 2021 with the SEC).

3.1.6 Certificate of Amendment to the Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1.6 to the Registrant's Quarterly Report on Form 10-Q, filed November 15, 2021 with the SEC).

3.2 By-Laws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form 10-12G (File No.

000-54433), filed June 9, 2011 with the SEC).

4.1 Amended and Restated Promissory Note, dated February 10, 2020, in the principal amount of $11,500,000, issued by MariMed Hemp Inc.

and MariMed Inc.

Promissory Note, dated February 27, 2020, in the principal amount of $3,742,500, issued by MariMed Inc.

to Navy Capital Green Fund, LP (h)

Promissory Note, dated February 27, 2020, in the principal amount of $675,000, issued by MariMed Inc.

to Navy Capital Green Co-Invest Fund, LLC (h)

12% Convertible Promissory Note, dated April 23, 2020, in the principal amount of $900,000, issued by MariMed Inc.

to Best Buds Funding LLC (i)

and the Registrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed February 12, 2020 with the SEC).

4.1.1 Promissory Note, dated February 27, 2020, in the principal amount of $3,742,500, issued by the Registrant to Navy Capital Green Fund, LP (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed February 27, 2020 with the SEC).

4.1.2 Promissory Note, dated February 27, 2020, in the principal amount of $675,000, issued by the Registrant to Navy Capital Green Co-Invest Fund, LLC (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed February 27, 2020 with the SEC).

4.1.3 12% Convertible Promissory Note, dated April 23, 2020, in the principal amount of $900,000, issued by the Registrant to Best Buds Funding LLC (incorporated by reference to Exhibit 4.1.4 to the Registrant's Quarterly Report on Form 10-Q, filed May 28, 2020 with the SEC).

4.2 Second Amended and Restated Promissory Note, dated June 24, 2020, in the principal amount of $8,811,653.84, issued by MariMed Hemp Inc.

and MariMed Inc.

to SYYM LLC (j)

Common Stock Purchase Warrant, dated June 24, 2020, issued by MariMed Inc.to SYYM LLC (k)

and the Registrant to SYYM LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q, filed May 28, 2020 with the SEC).

4.3 Common Stock Purchase Warrant, dated June 24, 2020, issued by the Registrant to SYYM LLC (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed June 30, 2020 with the SEC).

4.4 Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $5,845,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

to Best Buds Funding LLC (incorporated by reference to Exhibit 4.4 to the Registrant's Current Report on Form 8-K, filed October 26, 2020 with the SEC).

4.5 Amended and Restated Senior Secured Commercial Promissory Note, dated October 19, 2020, in the principal amount of $3,000,000, issued by MariMed Advisors, Inc.

to Best Buds Funding LLC (m)

Common Stock Purchase Warrant, dated September 30, 2020, issued by MariMed Inc.to Best Buds Funding, LLC.

and/or its designees (m)

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

to Hadron Healthcare Master Fund (q)

to Best Buds Funding LLC (incorporated by reference to Exhibit 4.5 to the Registrant's Current Report on Form 8-K, filed October 26, 2020 with the SEC).

4.6 Common Stock Purchase Warrant, dated September 30, 2020, issued by the Registrant to Best Buds Funding, LLC.

(incorporated by reference to Exhibit 4.6 to the Registrant's Current Report on Form 8-K, filed October 26, 2020 with the SEC).

4.7 Amended and Restated Common Stock Purchase Warrant, dated March 18, 2021, issued by the Registrant to Hadron Healthcare Master Fund (incorporated by reference to Exhibit 4.7 to the Registrant's Quarterly Report on Form 10-Q, filed November 15, 2021 with the SEC).

4.8 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.

and the Registrant to SYYM LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed April 1, 2021 with the SEC).

4.9 Form of Common Stock Purchase Warrant, dated January 24, 2023, issued by the Registrant to the lenders (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed January 24, 2023 with the SEC).

4.10 Form of Promissory Note, dated January 24, 2023, issued by the Registrant and the subsidiaries of the Registrant party thereto to Chicago Atlantic Credit Company, LLC (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed January 24, 2023 with the SEC).

10.1 Amended and Restated 2018 Stock Award and Incentive Plan (incorporated by reference to Appendix A of the Registrant's Definitive Proxy Statement on Schedule 14A, filed August 26, 2019 with the SEC).

10.1.1 Amendment to the Amended and Restated 2018 Stock Award and Incentive Plan, effective as of September 23, 2021 (incorporated by reference to Exhibit 10.7.1 to the Registrant's Quarterly Report on Form 10-Q, filed November 15, 2021 with the SEC).

10.2 Form of Stock Option Agreement Granted under the Amended and Restated 2018 Stock Award and Incentive Plan, as amended, dated September 27, 2019, with each of David R.

Allen, Eva Selhub, M.D., and Edward J.

Amendment Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral agent, and MariMed Inc.

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

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

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

Securities Purchase Agreement, dated March 1, 2021, between MariMed Inc.

and Hadron Healthcare Master Fund (q)

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

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 *

Gildea (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed November 29, 2019 with the SEC).

10.3 Amendment Agreement, dated as of February 10, 2020, between SYYM LLC, as noteholder and collateral agent, and t he Registrant and MariMed Hemp Inc., as co-borrowers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 12, 2020 with the SEC).

10.4 Exchange Agreement, dated as of February 27, 2020, among the Registrant, 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.

(incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed February 27, 2020 with the SEC).

10.5 Amendment Agreement dated June 24, 2020, between SYYM LLC, as noteholder and collateral agent, and the Registrant and MariMed Hemp Inc., as co-borrowers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed June 30, 2020 with the SEC).

10.6 Note Extension Agreement, effective as of September 30, 2020, among Best Buds Funding LLC, as lender, and each of the Registrant, Mari Holdings MD LLC, and MariMed Advisors Inc., as the borrower parties (incorporated by reference to Exhibit 10.13 to the Registrant's Current Report on Form 8-K, filed October 26, 2020 with the SEC).

10.7 Securities Purchase Agreement, dated March 1, 2021, between the Registrant and Hadron Healthcare Master Fund (incorporated by reference to Exhibit 10.13 to the Registrant's Current Report on Form 8-K, filed March 2, 2021 with the SEC).

10.8 First Amendment to Securities Purchase Agreement, dated March 18, 2021, between the Registrant and Hadron Healthcare Master Fund (incorporated by reference to Exhibit 10.14 to the Registrant's Quarterly Report on Form 10-Q, filed November 15, 2021 with the SEC).

10.9 Amendment Agreement dated April 1, 2021, between SYYM LLC, as noteholder and collateral agent, and the Registrant and MariMed Hemp, Inc., as co-borrowers (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, filed April 1, 2021 with the SEC).

10.10 *** Form of Stock Option Agreement, dated July 9, 2021 Granted under the Amended and Restated 2018 Stock Award and Incentive Plan, as amended, dated July 9, 2021, with each of Robert Fireman, Jon R.

Levine, and Timothy Shaw (incorporated by reference to Exhibit 10.20 to the Registrant's Quarterly Report on Form 10-Q, filed November 15, 2021 with the SEC).

10.11 *** Form of Stock Option Agreement Granted under the Amended and Restated 2018 Stock Award and Incentive Plan, a amended, dated October 1, 2021, with each of Robert Fireman, Jon R.

Levine, and Timothy Shaw (incorporated by reference to Exhibit 10.21 to the Registrant's Quarterly Report on Form 10-Q, filed November 15, 2021 with the SEC).

10.12 Settlement Agreement and General Release, dated August 19, 2021, between the Registrant and Thomas Kidrin (incorporated by reference to Exhibit 10.22 to the Registrant's Quarterly Report on Form 10-Q, filed November 15, 2021 with the SEC).

10.13 Membership Interest Purchase Agreement, dated December 31, 2021, between the Registrant and Jennifer DiPietro, Susan Zimmerman and Sophia Leonard-Burns (incorporated by reference to Exhibit 10.17 to the Registrant's Annual Report on Form 10-K, filed March 16, 2022 with the SEC).

10.14 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 *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer *

Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer *

Section 1350 Certifications of Chief Executive Officer **

Section 1350 Certifications of Chief Financial Officer **

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) *

and Jennifer DiPietro (incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K, filed March 16, 2022 with the SEC).

10.15 *** Stock Option Agreement, dated May 2, 2022, between the Registrant and Susan M.

Villare (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed May 18, 2022 with the SEC).

10.16 *** Restricted Stock Agreement, dated May 2, 2022, between the Registrant and Susan M.

Villare (incorporated by reference to Exhibit 10.3 to the Registrant's Current Report on Form 8-K, filed May 18, 2022 with the SEC).

10.17 Second Amendment to Securities Purchase Agreement, dated August 4, 2022 by and between MariMed Inc.

and Hadron Healthcare Master Fund (incorporated by reference to Exhibit 4.2 to the Registrant's Quarterly Report on Form 10-Q, filed August 9, 2022 with the SEC).

10.18 * *** Amended and Restated Employment Agreement, effective as of February 28, 2023, between the Registrant and Jon R.

10.19 * *** Amended and Restated Employment Agreement, effective as of February 28, 2023, between the Registrant and Susan M.

10.20 * *** Amended and Restated Employment Agreement, effective as of February 28, 2023, between the Registrant and Timothy Shaw.

10.21 Loan and Security Agreement, dated as of January 24, 2023, by and among the Registrant, certain subsidiaries of the Registrant (the "Borrowers") from time-to-time party thereto, certain lenders from time-to-time party thereto (the "Lenders"), and Chicago Atlantic Admin, LLC, a Delaware limited liability company as administrative agent for the Lenders (incorporated by reference to the Registrant's Current Report on Form 8-K, filed January 24, 2023 with the SEC).

10.22 * *** Form of Restricted Stock Unit Agreement under the Amended and Restated 2018 Stock Award and Incentive P lan , as amended .

10.23 * *** Form of Stock Option Agreement under the Amended and Restated 2018 Stock Award and Incentive Plan, as Amended.

21.1 Subsidiaries of the Registrant

23.1* Consent of M&K CPAS, PLLC, dated March 3.

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.

1 unchanged sentence

*** 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.

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 9A. Controls and Procedures