Marimed Inc.
03/02/2026 | Press release | Distributed by Public on 03/02/2026 15:04
Financial Obligation, Amendments to Bylaws (Form 8-K)
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Company.
The information regarding the New Notes set forth in Item 1.01 above is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
On February 24, 2026, in connection with the Loan Restructuring Transaction described in Item 1.01 above, the Company issued 26,900,000 shares of New Series B Preferred Stock to Navy. The information regarding the conversion of the New Series B Preferred Stock into shares of Common Stock as set forth in Item 1.01 above is incorporated herein by reference.
The issuance of the New Series B Preferred Stock was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder, as a transaction not involving a public offering.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On February 26, 2026, in connection with the Loan Restructuring Transaction, the Company filed a Second Amended and Restated Certificate of Designation to designate the rights and preferences of the New Series B Preferred Stock with the Secretary of State of Delaware. The Second Amended and Restated Certificate of Designation became effective upon filing.
A copy of the Second Amended and Restated Certificate of Designation is attached hereto as Exhibit 3.1.
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