Item 5. Other Information
Item 5. Other Information
On August 5, 2024, the Board adopted and approved, effective immediately, amended and restated bylaws (the “Amended and Restated Bylaws”) of the Company to, among other things:
• provide new advance notice procedures and disclosure requirements for stockholder nomination of directors and stockholder submission of proposals for consideration at the Company’s annual meetings of the stockholders in accordance with the time periods set forth in the Amended and Restated Bylaws for delivery of timely notice to the Company. With respect to stockholder nomination of directors, the new procedures, among other things, require that a proposing stockholder’s notice include certain detailed information about the proposed nominee and
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the proposing stockholder so that the Company can determine the eligibility of such nominee to serve as an independent director of the Company and understand the independence, or lack thereof, of such nominee.
• provide for “proxy access” which allows an Eligible Stockholder (as defined in the Amended and Restated Bylaws) to nominate and include in the Company’s annual meeting proxy materials director nominees, provided that the stockholder and nominees satisfy the requirements specified in the Amended and Restated Bylaws;
• allow for stockholder meetings by means of remote communication; and
• make certain other administrative, modernizing, clarifying and conforming changes.
The foregoing description of the Amended and Restated Bylaws is not complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are filed as Exhibit 3.2 hereto and are incorporated herein by reference.
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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 * Amended and Restated By-Laws, effective as of August 5, 2024.
4.1 * Common Stock Purchase Warrant dated May 2, 2024 issued by the Company to Change Equity Capital LLC.
31.1 * Rule 13a-14(a)/15d-14(a) Certification of Chief Executive and Financial Officer
32.1 ** Section 1350 Certification of Chief Executive and 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.
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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 8, 2024
MARIMED INC.
By: /s/ Jon R. Levine
Jon R. Levine
President, Chief Executive Officer and Interim Chief Financial Officer
(Principal Executive and Financial Officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.