0001522767FALSE00015227672024-08-072024-08-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 7, 2024
MARIMED INC.
(Exact name of registrant as specified in its charter)
Delaware0-5443327-4672745
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
10 Oceana Way
Norwood, MA 02062
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (781) 277-0007
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each classTicker symbol(s)Name of each exchange on which registered
Not Applicable.Not Applicable.Not Applicable.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02. Results of Operations and Financial Condition.
On August 7, 2024, MariMed Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing its financial results for the three- and six-month periods ended June 30, 2024.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.		Description
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, furnished pursuant to Item 2.02, including Exhibit 99.1 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
**********


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 hereunto duly authorized.
MARIMED INC.
Dated: August 7, 2024
By:/s/ Jon R. Levine
Jon R. Levine
President, Chief Executive Officer and Interim Chief Financial Officer


Exhibit 99.1
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MariMed Reports Second Quarter 2024 Earnings

NORWOOD, MA, August 7, 2024 - MariMed Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQX: MRMD), a leading multi-state cannabis operator focused on improving lives every day, today announced its financial results for the second quarter ended June 30, 2024.
“With the first half of the year in the books, I’m pleased to say we remain on track to deliver our 2024 financial targets,” said Jon Levine, Chief Executive Officer. “Revenue growth in the second quarter of 2024 was very strong both year-over-year and sequentially, led by another tremendous quarter for our wholesale business. Our retail business also turned the corner, with a 24% increase in transactions year-over-year. While we continue to navigate the growth phase of our life cycle, and our results reflect a corresponding drag on margins and cash flow, we are pleased that we are already seeing margin improvements, particularly in our Illinois dispensaries. We are highly confident we will realize margin expansion and increased cash flow long-term as our new assets deliver their full revenue potential.”
Financial Highlights1
The following table summarizes the Company's consolidated financial highlights (in millions, except percentage amounts):
Three months ended
June 30,
Six months ended
June 30,
2024
2023
2024
2023
Revenue$40.4 $36.5 $78.4 $70.9 
GAAP Gross margin42 %45 %43 %45 %
Non-GAAP Gross margin43 %46 %43 %46 %
GAAP Net loss
$(1.6)$(0.9)$(2.9)$(1.6)
Non-GAAP Net (loss) income
$(0.2)$0.6 $(0.8)$0.9 
Non-GAAP Adjusted EBITDA$4.4 $6.3 $9.0 $13.4 
Non-GAAP Adjusted EBITDA margin11 %17 %12 %19 %
1 See the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” below and in the financials information included herewith.
CONFERENCE CALL
MariMed management will host a conference call on Thursday, August 8, 2024 at 8:00 a.m. Eastern time, to discuss these results. The conference call may be accessed through MariMed’s Investor Relations website, or by clicking the following link: https://app.webinar.net/bWgXr1bNZB4.


SECOND QUARTER 2024 OPERATIONAL HIGHLIGHTS
During the second quarter, the Company announced the following developments in the implementation of its strategic growth plan:
•April 9: MariMed announced closing the acquisition of an adult-use dispensary in Upper Marlboro, Maryland. This marks the second adult-use dispensary the Company owns in Maryland, and will commence retail sales upon receiving regulatory approvals, likely in 2024.
•April 10: MariMed announced a partnership with two iconic Boston music venues, MGM Music Hall Fenway and Citizens House of Blues Boston. This groundbreaking partnership positions Nature’s Heritage as the exclusive cannabis sponsor at each venue. The brand will receive over one million consumer impressions resulting from onsite fan experiences, in-venue advertising, and digital advertising.
•April 11: MariMed announced closing the acquisition of Thrive Dispensary in Casey, Illinois. The approval of the license transfer by the Illinois Department of Financial & Professional Regulation, and subsequent closing of the acquisition, allowed MariMed to fully consolidate the financial results of this dispensary, which had previously been operated under a Managed Services Agreement.
OTHER DEVELOPMENTS
Subsequent to the end of the second quarter, the Company announced the following further developments:
•July 2: MariMed announced some operational and regulatory updates including:
◦Commencing adult-use sales at its Quincy, Massachusetts dispensary.
◦Receiving a provisional dual-license for its Tiffin, Ohio dispensary, which is required to commence adult-use sales, likely in 2024.
•July 22: MariMed announced it commenced growing operations in its newly expanded cultivation facility in Hagerstown, MD. The new expansion should lead to a 100% increase in its flower yield, making MariMed one of the largest suppliers of flower in Maryland. The Company expects the first harvest to be on shelves throughout the state in the fourth quarter of 2024.
•August 7: MariMed announced it had appointed Mario Pinho as the Company's Chief Financial Officer, effective August 9, 2024. Mr. Pinho is a CPA and finance executive with nearly 25 years of experience leading global organizations through various stages of dynamic growth. Most recently, he was CFO for the U.S. division of Rakuten, the global Internet Services, FinTech, and Mobile company. He led a team of 40 individuals across the globe in Financial Planning & Analysis, accounting, tax, procurement, and treasury; partnering with the CEO and senior leadership on M&A and other financial transactions; and leading the implementation of various systems and process improvements.
2024 FINANCIAL GUIDANCE
MariMed's full year 2024 financial targets are based on organic growth of its existing operating assets and do not include new revenue-generating projects requiring regulatory approvals. The Company believes this conservative approach to offering financial targets allows investors and analysts to focus on key operating milestones versus discussions around issues outside the Company's control. As such, the Company's full year 2024 financial targets remain at:
•Revenue growth of 5% to 7%;


•Non-GAAP Adjusted EBITDA growth of 0% to 2%;
•Capital expenditures of $10 million.
DISCUSSION OF NON-GAAP FINANCIAL MEASURES
MariMed’s management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of its business, making operating decisions, and planning and forecasting future periods. The Company has provided in this release several non-GAAP financial measures: Non-GAAP Gross margin, Non-GAAP Net income (loss), Non-GAAP Adjusted EBITDA and non-GAAP Adjusted EBITDA margin, as supplements to Revenue, Gross margin, Net income (loss) and other financial measures prepared in accordance with GAAP.
Management believes these non-GAAP financial measures are useful in reviewing and assessing the performance of the Company, and when planning and forecasting future periods, as they provide meaningful operating results by excluding the effects of expenses that are not reflective of its operating business performance. In addition, the Company’s management uses these non-GAAP financial measures to understand and compare operating results across accounting periods and for financial and operational decision-making. The presentation of these non-GAAP measures is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP.
Management believes that investors and analysts benefit from considering non-GAAP financial measures in assessing the Company’s financial results and its ongoing business, as it allows for meaningful comparisons and analysis of trends in the business. In particular, non-GAAP adjusted EBITDA is used by many investors and analysts themselves, along with other metrics, to compare financial results across accounting periods and to those of peer companies.
As there are no standardized methods of calculating non-GAAP financial measures, the Company’s calculations may differ from those used by analysts, investors and other companies, even those within the cannabis industry, and therefore may not be directly comparable to similarly titled measures used by others.
Management defines non-GAAP Adjusted EBITDA as income (loss) from operations, determined in accordance with GAAP, excluding the following items:

•depreciation of fixed assets;
•amortization of acquired intangible assets;
•Impairment or write-downs of intangible assets;
•stock-based compensation;
•legal settlements; and
•acquisition-related and other expenses.
For further information, please refer to the publicly available financial filings available on MariMed's Investor Relations website, as filed with the U.S. Securities and Exchange Commission, or as filed with the Canadian securities regulatory authorities on the SEDAR website.
ABOUT MARIMED
MariMed Inc., a multi-state cannabis operator, is dedicated to improving lives every day through its high-quality products, its actions, and its values. The Company develops, owns, and manages seed to sale state-licensed cannabis facilities, which are models of excellence in horticultural principles, cannabis cultivation, cannabis-infused products, and dispensary operations. MariMed has an experienced management team that has produced consistent growth and success for the Company and its managed business units. Proprietary formulations created by the Company’s technicians are embedded in its top-selling and award-winning products and brands, including Betty’s Eddies,


Nature’s Heritage, InHouse, Bubby’s Baked, K Fusion, Kalm Fusion, and Vibations, which are trademarks of MariMed Inc. For additional information, visit www.marimedinc.com.
IMPORTANT CAUTION REGARDING FORWARD-LOOKING STATEMENTS:
The information in this release contains “forward-looking” statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which are subject to several risks and uncertainties. All statements other than statements of historical facts contained in this release, including without limitation statements regarding projected financial results for 2024, including management’s belief that it will report its fifth consecutive year of positive operating cash flow, anticipated openings of dispensaries and facilities, timing of regulatory approvals, plans and objectives of management for future operations, are forward-looking statements. Without limiting the foregoing, the words “anticipates”, “believes”, “estimates”, “expects”, “expectations”, “intends”, “may”, “plans”, and other similar language, whether in the negative or affirmative, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Forward-looking statements are based on our current beliefs and assumptions regarding our business, timing of regulatory approvals, the ability to obtain new licenses, business prospects and strategic growth plan, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated in these forward-looking statements due to various risks, uncertainties, and other important factors, including, among others, reductions in customer spending, our ability to recruit and retain key personnel, and disruptions from the integration efforts of acquired companies.
These factors are not intended to be an all-encompassing list of risks and uncertainties that may affect our business and results of operations. These statements are not a guarantee of future performance and involve risk and uncertainties that are difficult to predict, including, among other factors, changes in demand for the Company’s services and products, changes in the law and its enforcement, and changes in the economic environment. Additional information regarding these and other factors can be found in our reports filed with the U.S. Securities and Exchange Commission. In providing these forward-looking statements, the Company expressly disclaims any obligation to update these statements publicly or otherwise, whether as a result of new information, future events or otherwise, except as required by law.
All trademarks and service marks are the property of their respective owners.
For More Information Contact:
Investor Relations:
Steve West, Vice President, Investor Relations
Email: ir@marimedinc.com
Phone: (781) 277-0007
Company Contact:
Howard Schacter, Chief Communications Officer
Email: hschacter@marimedinc.com
Phone: (781) 277-0007

# # #


MariMed Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
June 30,
2024		December 31,
2023
Assets  
Current assets:  
Cash and cash equivalents$10,192 $14,645 
Accounts receivable, net7,744 7,199 
Inventory31,139 25,306 
Deferred rents receivable593 630 
Notes receivable, current portion52 52 
Investments, current portion— 88 
Due from related parties233 105 
Other current assets3,101 3,407 
Total current assets53,054 51,432 
Property and equipment, net93,977 89,103 
Intangible assets, net20,404 17,012 
Goodwill15,812 11,993 
Investments, net of current portion— 221 
Notes receivable, net of current portion814 814 
Operating lease right-of-use assets9,219 9,716 
Finance lease right-of-use assets4,151 3,295 
Other assets11,103 12,537 
Total assets$208,534 $196,123 
   
Liabilities, mezzanine equity and stockholders’ equity
Current liabilities:
Mortgages and notes payable, current portion$3,871 $723 
Accounts payable11,854 9,001 
Accrued expenses and other5,048 3,549 
Income taxes payable16,387 14,434 
Operating lease liabilities, current portion1,965 1,945 
Finance lease liabilities, current portion1,534 1,210 
Total current liabilities40,659 30,862 
Mortgages and notes payable, net of current portion69,504 65,652 
Operating lease liabilities, net of current portion8,003 8,455 
Finance lease liabilities, net of current portion2,665 2,140 
Other liabilities100 100 
Total liabilities120,931 107,209 
  
Commitments and contingencies
  
Mezzanine equity  
Series B convertible preferred stock14,725 14,725 
Series C convertible preferred stock4,275 4,275 
Total mezzanine equity19,000 19,000 
Stockholders’ equity  
Common stock380 375 
Additional paid-in capital172,842 171,144 
Accumulated deficit(102,904)(99,955)
Noncontrolling interests(1,715)(1,650)
Total stockholders’ equity68,603 69,914 
Total liabilities, mezzanine equity and stockholders’ equity$208,534 $196,123 


MariMed Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages and per share amounts)
(unaudited)
Three months ended Six months ended
June 30,
June 30,
2024202320242023
Revenue$40,438 $36,519 $78,371 $70,899 
Cost of revenue23,529 20,143 44,990 39,135 
Gross profit16,909 16,376 33,381 31,764 
     
Gross margin41.8 %44.8 %42.6 %44.8 %
Operating expenses:
Personnel6,958 5,619 13,423 10,275 
Marketing and promotion1,856 1,666 3,618 2,812 
General and administrative6,804 5,080 12,944 9,385 
Acquisition-related and other350 425 434 615 
Bad debt(15)39 (15)(5)
Total operating expenses15,953 12,829 30,404 23,082 
Income from operations956 3,547 2,977 8,682 
Interest and other (expense) income:
Interest expense(1,724)(2,640)(3,353)(5,145)
Interest income25 115 51 214 
Other expense, net(30)(10)(50)(910)
Total interest and other expense, net(1,729)(2,535)(3,352)(5,841)
(Loss) income before income taxes(773)1,012 (375)2,841 
Provision for income taxes866 1,947 2,556 4,440 
Net loss(1,639)(935)(2,931)(1,599)
Less: Net income attributable to noncontrolling interests12 23 18 4 
Net loss attributable to common stockholders$(1,651)$(958)$(2,949)$(1,603)
Net loss per share attributable to common stockholders:
Basic$(0.00)$(0.00)$(0.01)$(0.00)
Diluted$(0.00)$(0.00)$(0.01)$(0.00)
Weighted average common shares outstanding:    
Basic379,514 361,261 377,362 352,079 
Diluted379,514 361,261 377,362 352,079 


MariMed Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Six months ended
June 30,
20242023
Cash flows from operating activities:
Net loss attributable to common stockholders$(2,949)$(1,603)
Net income attributable to noncontrolling interests18 4 
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization of property and equipment3,946 2,247 
Amortization of intangible assets1,183 1,337 
Stock-based compensation492 505 
Amortization of warrants issued to as payment for services received218 — 
Amortization of original debt issuance discount— 131 
Amortization of debt discount175 1,607 
Amortization of debt issuance costs37 — 
Payment-in-kind interest69 299 
Bad debt income(15)(5)
Obligations settled with common stock2 461 
Write-off of disposed assets36 906 
Gain on finance lease adjustment— (13)
Loss on changes in fair value of investments144 30 
Changes in operating assets and liabilities:
Accounts receivable, net(530)(1,449)
Deferred rents receivable37 37 
Inventory(5,833)(5,309)
Other current assets930 (1,497)
Other assets1,919 359 
Accounts payable3,607 1,138 
Accrued expenses and other955 (535)
Income taxes payable1,954 (1,874)
Net cash provided by (used in) operating activities6,395 (3,224)
  
Cash flows from investing activities:
Purchases of property and equipment(8,336)(8,786)
Business acquisitions, net of cash acquired(4,250)(2,987)
Advances toward future business acquisitions(485)(250)
Purchases of cannabis licenses(623)(601)
Issuance of notes receivable— (879)
Proceeds from notes receivable13 87 
Due from related party(128)(6)
Net cash used in investing activities(13,809)(13,422)
   
Cash flows from financing activities:
Proceeds from term loan— 29,100 
Proceeds from Construction to Permanent Commercial Real Estate Mortgage Loan2,948 — 


Six months ended
June 30,
20242023
Proceeds from mortgages1,163 — 
Principal payments of term loan— (600)
Principal payments of mortgages(138)(404)
Repayment and retirement of mortgages— (778)
Principal payments of promissory notes(253)(25)
Repayment and retirement of promissory notes— (5,503)
Proceeds from exercise of stock options— 35 
Principal payments of finance leases(676)(200)
Distributions(83)(81)
Net cash provided by financing activities2,961 21,544 
  
Net increase in cash and cash equivalents(4,453)4,898 
Cash and equivalents, beginning of year14,645 9,737 
Cash and cash equivalents, end of period$10,192 $14,635 


MariMed Inc.
Reconciliation of Non-GAAP and GAAP Financial Measures
(in thousands, except percentages)
(unaudited)

 Three months endedSix months ended
June 30,June 30,
 2024202320242023
Non-GAAP Adjusted EBITDA
GAAP Income from operations$956 $3,547 $2,977 $8,682 
Depreciation and amortization of property and equipment2,008 1,261 3,946 2,247 
Amortization of acquired intangible assets809 780 1,183 1,337 
Stock-based compensation248 299 492 505 
Acquisition-related and other350 425 434 615 
Adjusted EBITDA$4,371 $6,312 $9,032 $13,386 
Non-GAAP Adjusted EBITDA Margin (Non-GAAP adjusted EBITDA as a percentage of revenue)
GAAP Income from operations2.4 %9.7 %3.8 %12.2 %
Depreciation and amortization of property and equipment4.9 %3.5 %5.0 %3.2 %
Amortization of acquired intangible assets2.0 %2.1 %1.5 %1.9 %
Stock-based compensation0.6 %0.8 %0.6 %0.7 %
Acquisition-related and other0.9 %1.2 %0.6 %0.9 %
Adjusted EBITDA margin10.8 %17.3 %11.5 %18.9 %

GAAP Gross margin41.8 %44.8 %42.6 %44.8 %
Amortization of acquired intangible assets1.1 %1.2 %0.7 %1.0 %
Non-GAAP Gross margin42.9 %46.0 %43.3 %45.8 %


GAAP Net loss$(1,639)$(935)$(2,931)$(1,599)
Amortization of acquired intangible assets809 780 1,183 1,337 
Stock-based compensation248 299 492 505 
Acquisition-related and other350 425 434 615 
Non-GAAP Net (loss) income$(232)$569 $(822)$858 


MariMed Inc.
Supplemental Information
Revenue Components
(in thousands)
(unaudited)
Three months endedSix months ended
June 30,June 30,
2024202320242023
Product revenue:
Product revenue - retail$23,623 $24,336 $45,969 $47,519 
Product revenue - wholesale15,868 11,031 30,373 21,407 
Total product revenue39,491 35,367 76,342 68,926 
Other revenue947 1,152 2,029 1,973 
Total revenue$40,438 $36,519 $78,371 $70,899 

v3.24.2.u1
Cover
Aug. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Aug. 07, 2024
Entity Registrant Name MARIMED INC.
Entity Incorporation, State or Country Code DE
Entity File Number 0-54433
Entity Tax Identification Number 27-4672745
Entity Address, Address Line One 10 Oceana Way
Entity Address, City or Town Norwood
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02062
City Area Code (781)
Local Phone Number 277-0007
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001522767
Amendment Flag false
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