Item 5. Other Information
Item 5. Other Information
None .
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 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).
3.1.3 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).
3.1.4 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).
3.1.5 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).
3.1.6 Second Amended and Restated Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock of the Company as filed with the Secretary of the State of Delaware on February 26, 2026 (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).
3.2 Amended and Restated By-Laws, effective as of August 5, 2024 (incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q, filed on August 8, 2024 with the SEC).
4.1.1 Promissory Note, dated February 24, 2026, in the principal amount of $2,000,000, issued by the Registrant to Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC and Navy Capital Green Holding II, LLC (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).
42
Table of Contents
4.1.2 Promissory Note, dated February 24, 2026, in the principal amount of $6,000,000, issued by the Registrant to Navy Capital Green Fund, LP, Navy Capital Green Co-Invest Fund, LLC and Navy Capital Holdings II, LLC (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed March 2, 2026 with the SEC).
10.1** Employment Agreement, effective as of May 13, 2026, between the Registrant and Mario Pinho (incorporated by reference to Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q, filed May 14, 2026 with the SEC).
10.2** Employment Agreement, effective as of May 13, 2026, between the Registrant and Ryan Crandall (incorporated by reference to Exhibit 10. 4 to the Registrant's Quarterly Report on Form 10-Q, filed May 14, 2026 with the SEC).
10.3* ** MariMed Inc. Third Amended and Restated 2018 Stock Award and Incentive Plan, as amended and restated June 22, 2026.
10.4* ** Form of Restricted Stock Unit Agreement (Time-Based Vesting) under the Third Amended and Restated 2018 Stock and Incentive Award Plan, as amended and restated.
10.5* ** Form of Restricted Stock Unit Agreement (Director Grant) under the Third Amended and Restated 2018 Stock and Incentive Award Plan, as amended and restated.
31.1 * Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 * Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *** Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *** Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
** This exhibit is a management contract or compensatory plan or arrangement.
*** Furnished herewith in accordance with Item 601 (32)(ii) of Regulation S-K.
43
Table of Contents
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 13, 2026
MARIMED INC.
By: /s/ Mario Pinho
Mario Pinho
Chief Financial Officer
(Principal Financial Officer)
44
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.