UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended ~~March 31,~~September 30, 2019

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________

Commission File number 0-54433

MARIMED INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		27-4672745
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

10 Oceana Way

Norwood, MA 02062

(Address of Principal Executive Offices)

617-795-5140

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Not Applicable.		Not Applicable.		Not Applicable.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer [ ]	Accelerated filer [X]
Non-accelerated filer [ ]	Smaller reporting company [X]
	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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

~~Securities registered pursuant to Section 12(b) of the Act: None.~~

~~Title of each class~~		~~Ticker symbol(s)~~		~~Name of each exchange on which registered~~
~~Not Applicable.~~		~~Not Applicable.~~		~~Not Applicable.~~

As of ~~May 10,~~November 27, 2019, ~~212,636,398~~219,238,047 shares of the Issuer’s Common Stock were outstanding.

MariMed Inc.

Table of Contents

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of ~~March 31,~~September 30, 2019 (Unaudited) and December 31, 2018	3

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended ~~March 31,~~September 30, 2019 and 2018 (Unaudited)	4

	Condensed Consolidated Statements of Stockholders’ Equity for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2019 and 2018 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the ~~Three~~Nine Months Ended ~~March 31,~~September 30, 2019 and 2018 (Unaudited)	6

	Notes to Condensed Consolidated Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2933

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	3943

Item 4.	Controls and Procedures	3943

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	4044

Item 1A.	Risk Factors	4044

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4044

Item 3.	Defaults Upon Senior Securities	4044

Item 4.	Mine Safety Disclosures	4044

Item 5.	Other Information	4044

Signatures		4145

MariMed Inc.

Condensed Consolidated Balance Sheets

	March 31,			December 31,
	2019			2018			September 30, 2019			December 31, 2018
	(Unaudited)						(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	4,215,835		$	4,104,315		$	136,682		$	4,104,315
Accounts receivable, net		7,134,020			5,376,966			10,170,631			5,376,966
Accounts receivable from related party, net								33,200,000			-
Deferred rents receivable		2,098,677			2,096,384			2,042,923			2,096,384
Due from third parties		2,296,163			3,860,377			3,178,980			3,860,377
Due from related parties		-			-
Notes receivable, current portion		64,392			51,462			1,321,284			51,462
Seed inventory		3,250,000			-
Inventory								1,462,149			-
Other current assets		170,957			219,012			211,858			219,012
Total current assets		19,230,044			15,708,516			51,724,507			15,708,516

Property and equipment, net		35,422,135			34,099,864			40,158,470			34,099,864
Intangibles, net		123,333			185,000			3,592,302			185,000
Investments		34,117,571			1,672,163			32,728,854			1,672,163
Notes receivable, less current portion		2,172,200			1,092,376			2,471,595			1,092,376
Debentures receivable		-			30,000,000			-			30,000,000
Operating lease right-of-use assets		6,171,473			-
Finance lease right-of-use assets		31,802			-
Right-of-use assets under operating leases								5,915,004			-
Right-of-use assets under finance leases								119,274			-
Due from related parties		120,821			119,781			-			119,781
Other assets		235,905			82,924			345,905			82,924
Total assets	$	97,625,284		$	82,960,624		$	137,055,911		$	82,960,624

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1,940,468		$	3,915,430		$	3,387,205		$	3,915,430
Accrued expenses		1,776,660			1,588,368			5,185,029			1,588,368
Deferred rents payable		-			105,901			-			105,901
Notes payable		10,380,000			3,877,701			21,073,459			3,877,701
Mortgages payable, current portion		217,479			188,231			220,256			188,231
Operating lease liabilities, current portion		487,009			-			807,757			-
Finance lease liabilities, current portion		12,661			-			38,411			-
Due to related parties		220,271			276,311			415,713			276,311
Unearned revenue from related party								4,170,750			-
Other current liabilities								197,943			-
Total current liabilities		15,034,548			9,951,942			35,496,523			9,951,942

Mortgages payable, less current portion		7,289,871			7,348,581			7,174,385			7,348,581
Debentures payable		3,794,532			3,557,440			5,877,556			3,557,440
Operating lease liabilities, less current portion		5,794,580			-			5,531,376			-
Finance lease liabilities, less current portion		19,820			-			82,790			-
Other liabilities		169,200			338,200			100,200			338,200
Total liabilities		32,102,551			21,196,163			54,262,830			21,196,163

Stockholders’ equity:
Series A convertible preferred stock, $0.001 par value; 50,000,000 shares authorized at March 31, 2019 and December 31, 2018; no shares issued or outstanding at March 31, 2019 and December 31, 2018		-			-
Series A preferred stock subscribed but not issued; no shares outstanding at March 31, 2019 and December 31, 2018		-			-
Common stock, $0.001 par value; 500,000,000 shares authorized at March 31, 2019 and December 31, 2018; 212,425,383 and 211,013,043 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		212,425			211,013
Common stock subscribed but not issued; zero and 97,136 shares at March 31, 2019 and December 31, 2018		-			169,123
Series A convertible preferred stock, $0.001 par value; 50,000,000 shares authorized at September 30, 2019 and December 31, 2018; no shares issued or outstanding at September 30, 2019 and December 31, 2018								-			-
Common stock, $0.001 par value; 500,000,000 shares authorized at September 30, 2019 and December 31, 2018; 218,213,973 and 211,013,043 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively								218,214			211,013
Common stock subscribed but not issued; 6,603,532 and 97,136 shares at September 30, 2019 and December 31, 2018, respectively								4,958,332			169,123
Additional paid-in capital		91,200,774			87,180,165			105,087,809			87,180,165
Accumulated deficit		(25,599,019	)		(25,575,808	)		(28,320,616	)		(25,575,808	)
Noncontrolling interests		(291,447	)		(220,032	)		849,342			(220,032	)
Total stockholders’ equity		65,522,733			61,764,461			82,793,081			61,764,461
Total liabilities and stockholders’ equity	$	97,625,284		$	82,960,624		$	137,055,911		$	82,960,624

See accompanying notes to condensed consolidated financial statements.

MariMed Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months Ended March 31,						Three Months Ended September 30,						Nine Months Ended September 30,
	2019			2018			2019			2018			2019			2018

Revenues	$	3,515,815		$	2,082,950		$	4,209,328		$	3,391,582		$	11,382,942		$	8,411,858
Revenues from related party								7,014,371			-			29,029,249			-
Total revenues								11,223,699			3,391,582			40,412,191			8,411,858

Cost of revenues		1,254,790			888,869			6,523,283			1,521,783			24,523,626			3,324,009

Gross profit		2,261,025			1,194,081			4,700,416			1,869,799			15,888,565			5,087,849

Operating expenses:
Personnel		673,375			184,671			1,241,535			352,257			2,740,039			821,815
Marketing and promotion		118,899			51,761			91,562			37,202			286,521			166,906
General and administrative		1,691,032			1,279,291			2,394,692			2,029,333			6,752,168			4,516,132
Total operating expenses		2,483,306			1,515,722			3,727,789			2,418,792			9,778,728			5,504,853

Operating income		(222,281	)		(321,641	)
Operating income (loss)								972,627			(548,993	)		6,109,837			(417,004	)

Non-operating income (expenses):
Interest expense		(1,940,547	)		(316,261	)		(4,516,576	)		(478,118	)		(9,076,583	)		(1,080,637	)
Interest income		282,409			19,834			79,016			23,270			425,770			62,176
Equity in earnings of investments		1,958,407			-
Loss on debt settlements		-			(1,213,841	)		-			(2,407,671	)		-			(4,184,631	)
Total non-operating income (expenses)		300,269			(1,510,268	)
Equity in losses of investments								(2,933,252	)		-			(1,020,310	)		-
Other								-			-			2,948,917			(3,600	)
Total non-operating expenses								(7,370,812	)		(2,862,519	)		(6,722,206	)		(5,206,692	)

Net income (loss)		77,988			(1,831,909	)
Loss before income taxes								(6,398,185	)		(3,411,512	)		(612,369	)		(5,623,696	)
Provision for income taxes								901,477			-			1,886,072			12,407
Net loss							$	(7,299,662	)	$	(3,411,512	)	$	(2,498,441	)	$	(5,636,103	)

Net income (loss) attributable to noncontrolling interests		101,199			63,233		$	99,021		$	91,362		$	246,367		$	223,882
Net income (loss) attributable to MariMed Inc.	$	(23,211	)	$	(1,895,142	)	$	(7,398,683	)	$	(3,502,874	)	$	(2,744,808	)	$	(5,859,985	)

Net income (loss) per share	$	(0.000	)	$	(0.011	)
Net loss per share							$	(0.034	)	$	(0.018	)	$	(0.013	)	$	(0.031	)
Weighted average common shares outstanding		212,034,324			178,914,829			217,417,326			196,415,503			214,274,342			186,952,362

See accompanying notes to condensed consolidated financial statements.

MariMed Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

Series A Convertible Preferred Stock Subscribed But
Not Issued
Common Stock Common Stock Subscribed But Not Issued Additional Paid-In Accumulated Non-Controlling Total Stockholders’
Shares Amount Shares Par Value Shares Amount Capital Deficit Interests Equity
Balances at December 31, 2017 500,000 $ 500 176,850,331 $ 176,850 1,000,000 $ 370,000 $ 22,256,060 $ (11,971,740 ) $ 175,490 $ 11,007,160
Sales of common stock 1,200,000 1,200 598,800 600,000
Sales of subscribed common stock 1,319,432 875,000 - 875,000
Conversion of Series A preferred stock (500,000 ) (500 ) 970,988 971 33,573 34,044
Settlement of obligations 295,000 295 738,462 834,462 329,105 1,163,862
Option grants 382,654 382,654
Exercise of options 300,000 300 38,700 39,000
Warrant issuances 206,347 206,347
Exercise of warrants 89,614 90 30,756 30,846
Retirement of promissory notes 1,346,153 1,526,538 1,526,538
Distributions (64,275 ) (64,275 )
Net income (loss) (1,895,142 ) 63,233 (1,831,909 )
Balances at March 31, 2018 - $ - 179,705,933 $ 179,706 4,404,047 $ 3,606,000 $ 23,875,995 $ (13,866,882 ) $ 174,448 $ 13,969,267

	Series A Convertible Preferred Stock Subscribed But Not Issued				Common Stock				Common Stock Subscribed But Not Issued						Additional Paid-In		Accumulated			Non-Controlling			Total Stockholders’			Series A Convertible Preferred Stock				Series A Convertible Preferred Stock Subscribed But Not Issued						Common Stock				Common Stock Subscribed But Not Issued						Additional Paid-In			Accumulated			Non-Controlling			Total Stockholders’
	Shares		Amount		Shares		Par Value		Shares			Amount			Capital		Deficit			Interests			Equity			Shares		Par Value		Shares			Amount			Shares		Par Value		Shares			Amount			Capital			Deficit			Interests			Equity
Balances at December 31, 2018		-	$	-		211,013,043	$	211,013		97,136		$	169,123		$	87,180,165	$	(25,575,808	)	$	(220,032	)	$	61,764,461
Balances at December 31, 2017																											-	$	-		500,000		$	500			176,850,331	$	176,850		1,000,000		$	370,000		$	22,256,060		$	(11,971,740	)	$	175,490		$	11,007,160
Sales of common stock						799,995		800								2,599,200								2,600,000													14,189,738		14,190								16,881,810									16,896,000
Conversion of Series A preferred stock																															(500,000	)		(500	)		970,988		971								33,573									34,044
Issuance of subscribed shares						97,136		97		(97,136	)		(169,123	)		169,026								-													1,000,000		1,000		(1,000,000	)		(370,000	)		369,000									-
iRollie acquisition																																									264,317			600,000												600,000
Settlement of obligations																																					3,367,632		3,368		2,894			10,000			3,627,253									3,640,621
Conversion of membership interest																																					222,222		222								(222	)								-
Exercise of options						260,015		260								12,740								13,000													602,000		602								38,398									39,000
Exercise of warrants						22,000		22								15,778								15,800													1,899,934		1,900								210,384									212,284
Amortization of option and warrant issuances																527,163
Conversion of debentures payable						233,194		233								696,702								696,935
Amortization of option grants																																															1,023,300									4,084,658
Amortization of stand-alone warrant issuances																																															1,351,762
Warrant discount on promissory notes																																															1,709,596
Retirement of promissory notes																																					4,018,534		4,019		1,231,060			3,250,000			8,474,786									11,728,805
Distributions																					(172,614	)		(172,614	)																												(507,453	)		(507,453	)
Net income (loss)																		(23,211	)		101,199			77,988																										(5,859,985	)		223,882			(5,636,103	)
Balances at March 31, 2019		-	$	-		212,425,383	$	212,425		-		$	-		$	91,200,774	$	(25,599,019	)	$	(291,447	)	$	65,522,733
Balances at September 30, 2018																											-	$	-		-		$	-			203,121,379	$	203,122		1,498,271		$	3,860,000		$	55,975,700		$	(17,831,725	)	$	(108,081	)	$	42,099,016

	Series A Convertible Preferred Stock				Series A Convertible Preferred Stock Subscribed But Not Issued				Common Stock				Common Stock Subscribed But Not Issued						Additional Paid-In			Accumulated			Non-Controlling			Total Stockholders’
	Shares		Par Value		Shares		Amount		Shares		Par Value		Shares			Amount			Capital			Deficit			Interests			Equity
Balances at December 31, 2018		-	$	-		-	$	-		211,013,043	$	211,013		97,136		$	169,123		$	87,180,165		$	(25,575,808	)	$	(220,032	)	$	61,764,461
Sales of common stock										799,995		800								2,599,200									2,600,000
Issuance of subscribed shares										97,136		97		(97,136	)		(169,123	)		169,026									-
MediTaurus acquisition														752,260			2,080,000									1,200,000			3,280,000
Terrace investment										500,000		500								1,589,500									1,590,000
Harvest payments										1,000,000		1,000								(1,000	)								-
Exercise of options										417,352		417		2,644,456			413,894			11,189									425,500
Exercise of warrants										686,104		686								611,756									612,442
Amortization of stock grants										108,820		109								193,601									193,710
Amortization of option grants																				1,219,958									1,219,958
Amortization of stand-alone warrant issuances																				139,015									139,015
Warrant discount on promissory notes																				600,621									600,621
Warrant discount on debentures payable																				1,148,056									1,148,056
Beneficial conversion feature on debentures payable																				4,235,469									4,235,469
Conversion of debentures payable										3,591,523		3,592		3,206,816			2,464,438			5,391,253									7,859,283
Distributions																										(376,993	)		(376,993	)
Net income (loss)																							(2,744,808	)		246,367			(2,498,441
Balances at September 30, 2019		-	$	-		-	$	-		218,213,973	$	218,214		6,603,532		$	4,958,332		$	105,087,809		$	(28,320,616	)	$	849,342		$	82,793,081

The above statements do not show a column for Series A convertible preferred stock

as the balances ~~are~~were zero and there iswas no activity in the periods presented.~~See accompanying notes to condensed consolidated financial statements.~~

~~MariMed Inc.~~

~~Condensed Consolidated Statements of Cash Flows~~

~~(Unaudited)~~

Three Months Ended March 31,
2019 2018
Cash flows from operating activities:
Net income (loss) attributable to MariMed Inc. $ (23,211 ) $ (1,895,142 )
Net income (loss) attributable to noncontrolling interests 101,199 63,233
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation 218,196 80,791
Amortization of intangibles 61,667 -
Amortization of warrants 760,292 -
Amortization of beneficial conversion feature 756,959 -
Amortization of original issue discount 12,337 -
Amortization of stock option and warrant issuances 527,163 572,807
Loss on promissory note extinguishments - 1,213,841
Equity in earnings of investments (1,958,407 ) -
Changes in operating assets and liabilities:
Accounts receivable (1,757,054 ) (668,561 )
Deferred rents receivable (2,293 ) (114,038 )
Due from third parties 708,302 (647,131 )
Seed inventory (3,250,000 ) -
Other current assets 48,055 (19,440 )
Other assets (152,981 ) 36,142
Accounts payable (1,974,962 ) (110,555 )
Accrued expenses (134,287 ) 616,213
Deferred rents payable
(105,901
) -
Operating lease payments 110,116 -
Finance lease interest payments (420 ) -
Other liabilities (169,000 ) -
Net cash used in operating activities (6,224,230 ) (871,840 )

Cash flows from investing activities:
Purchase of property and equipment (1,538,414 ) (1,294,858 )
Investment in convertible debentures - -
Investment in notes receivable (509,421 ) -
Interest on notes receivable 14,894 10,398
Due from related parties (1,040 )
Net cash used in investing activities (2,033,981 ) (1,284,460 )

Cash flows from financing activities:
Proceeds from subscribed common stock - 875,000
Issuance of common stock 2,600,000 600,000
Issuance of interest in subsidiary
Issuance of promissory notes 6,000,000 -
Payments on promissory notes - (500,000 )
Proceeds from mortgages - 524,593
Payments on mortgages (29,461 ) (29,502 )
Exercise of stock options 13,000 39,000
Exercise of warrants 15,800 30,846
Due to related parties (56,040 ) (200,000 )
Finance lease principal payments (954 ) -
Distributions (172,614 ) (64,275 )
Net cash provided by financing activities 8,369,731 1,275,662

Net change to cash and cash equivalents 111,520 (880,638 )
Cash and cash equivalents at beginning of period 4,104,315 1,290,231
Cash and cash equivalents at end of period $ 4,215,835 $ 409,593

Supplemental disclosure of cash flow information:
Cash paid for interest $ 316,616 $ 291,912
Cash paid for taxes $ 10,011 $ 12,596

Non-cash activities:
Conversion of debentures receivable $
30,000,000
$
-

Operating lease right-of-use assets and liabilities $ 6,334,392 $ -
Finance lease right-of-use assets and liabilities $ 33,855 $ -
Conversion of advances to notes receivable $
855,913
$ -
Conversion of debentures payable $ 696,937 $ -
Conversion of notes receivable to investment $
257,687
$ -
Issuance of common stock associated with subscriptions $ 169,123 $ -
Conversion of promissory notes
$ - $
5,526,536

See accompanying notes to condensed consolidated financial statements.

MariMed Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended September 30,
	2019			2018

Cash flows from operating activities:
Net income (loss) attributable to MariMed Inc.	$	(2,744,808	)	$	(5,859,985	)
Net income (loss) attributable to noncontrolling interests		246,367			223,882
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		697,946			253,713
Amortization of intangibles		154,167			-
Amortization of stock grants		193,710			-
Amortization of option grants		1,219,958			1,023,300
Amortization of warrant issuances		1,975,908			1,609,095
Amortization of beneficial conversion feature on debentures payable		4,646,070			-
Amortization of original issue discount		107,256			-
Equity issued to settle obligations		-			3,640,621
Loss on preferred stock conversions		-			34,044
Loss on debt settlements		-			3,210,472
Equity in losses of investments		1,020,310			-
Changes in operating assets and liabilities:		-			-
Accounts receivable, net		(4,788,303	)		(2,566,254	)
Accounts receivable from related party, net		(33,200,000	)		-
Deferred rents receivable		53,461			(1,096,908	)
Due from third parties		(174,516	)		(1,925,735	)
Inventory		(942,399	)		-
Other current assets		7,154			(100,684	)
Other assets		(262,981	)		29,731
Accounts payable		(178,223	)		(198,836	)
Accrued expenses		3,339,325			129,689
Deferred rents payable		(105,901	)		-
Operating lease payments		424,129			-
Finance lease interest payments		(1,824	)		-
Unearned revenue		4,170,750			-
Other current liabilities		197,943			-
Other liabilities		(238,000	)		53,755
Net cash used in operating activities		(24,182,501	)		(1,540,100	)

Cash flows from investing activities:
Purchase of property and equipment		(6,741,632	)		(7,259,413	)
Purchase of cannabis licenses		(150,000	)		-
MediTaurus acquisition		(655,804	)		-
Investment in Sprout		-			(100,000	)
Investment in convertible debentures		-			(6,750,000	)
Investment in notes receivable		(2,030,000	)		(300,000	)
Interest on notes receivable		175,509			-
Due from related parties		119,781			29,087
Net cash used in investing activities		(9,282,146	)		(14,380,326	)

Cash flows from financing activities:
Proceeds from subscribed common stock
Issuance of common stock		2,600,000			16,896,000
Issuance of promissory notes		17,000,000			3,000,000
Payments on promissory notes		-			(700,000	)
Proceeds from issuance of debentures		9,600,000			-
Proceeds from mortgages		-			1,998,360
Payments on mortgages		(142,170	)		(84,952	)
Exercise of stock options		75,500			39,000
Exercise of warrants		612,442			212,284
Due to related parties		139,402			(196,000	)
Finance lease principal payments		(11,167	)		-
Distributions		(376,993	)		(507,453	)
Net cash provided by financing activities		29,497,014			20,657,239

Net change to cash and cash equivalents		(3,967,633	)		4,736,813
Cash and cash equivalents at beginning of period		4,104,315			1,290,231
Cash and cash equivalents at end of period	$	136,682		$	6,027,044

Supplemental disclosure of cash flow information:
Cash paid for interest	$	699,582		$	931,195
Cash paid for taxes	$	88,150		$	12,021

Non-cash activities:
Conversion of debentures receivable	$	30,000,000		$	-
Operating lease right-of-use assets and liabilities	$	7,142,150		$	-
Finance lease right-of-use assets and liabilities	$	134,193		$	-
Conversions of debentures payable	$	7,859,283		$	-
Beneficial conversion feature on debentures payable	$	4,235,469		$	-
Discount on debentures payable	$	1,148,056		$	-
Discount on promissory notes	$	600,621		$	-
MediTaurus acquisition	$	2,500,000		$	-
Terrace investment	$	1,590,000		$	-
Harvest payment	$	1,000		$	-
Conversion of notes receivable to investment	$	257,687		$	-
Issuance of common stock associated with subscriptions	$	169,123		$	-
Conversion of advances to notes receivable	$	855,913		$	-
Exercise of options via the reduction of an obligation	$	350,000		$
Cashless exercise of stock options	$	1,762		$	-
Reclass of accrued interest from notes payable	$	127,450		$	-
Reclass of accrued interest from debentures payable	$	62,748		$	-
Equity issued to settle debt	$	-		$	8,425,000
iRollie acquisition	$	-		$	600,000

See accompanying notes to condensed consolidated financial statements.

MariMed Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

MariMed Inc. (the “Company”), a Delaware corporation, is a ~~multifaceted company~~multi-state organization in the emerging legal cannabis and hemp industries. During 2018, the Company made a strategic decision to transition from a ~~professional~~ management and advisory ~~company~~firm that provides cannabis licensing, operational consulting and real estate services, to a direct owner of cannabis licenses and ~~operator~~seed-to-sale operations, dedicated to improving health and wellness through the use of ~~seed-to-sale operations.~~cannabinoids and cannabis products.

Further, with the enactment of the 2018 U.S. Farm Bill and in recognition of the growing demand for hemp-derived cannabidiol (“CBD”), the Company made a strategic investment during 2018 in Kentucky-based GenCanna Global Inc., an international cultivator, producer, and distributor of hemp and GMP-quality CBD oils and isolates (“GenCanna”).

To date, the Company’s cannabis business has secured, on behalf of itself and its clients, 12 cannabis licenses across six states—two in Delaware, two in Illinois, one in Nevada, one in Rhode Island, three in Maryland and three in Massachusetts. The Company ~~develops and manages~~has developed in excess of 300,000 square feet of state-of-the-art, regulatory-compliant facilities for the cultivation, production, and dispensing of legal cannabis and cannabis-infused ~~products. The Company also provides professional consultative services~~products, located in all ~~aspects~~ of ~~cannabis licensing procurement.~~

~~To date,~~ the Company has secured, on behalf of its clients, 11 cannabis licenses across five states—two in Delaware, two in Illinois, one in Nevada, three in Maryland and three in Massachusetts. The Company’s seed-to-sale cannabis facilities, currently in excess of 300,000 square feet, are leased to its clients in each of these states.aforementioned states, except Rhode Island. Along with operational oversight of ~~its~~these facilities, the Company provides its clients with ~~legal, accounting,~~license procurement, business development, human resources, ~~business development,~~accounting, and other corporate and administrative services.

The Company’s strategic plan is primarily comprised of acquiring its cannabis-licensed clients who currently lease the Company’s facilities, and ultimately consolidating these entities under the MariMed banner. To date, the Company has completed the acquisition of its clients in Massachusetts and Illinois, with the remaining clients under contract or in various stages of negotiation, as discussed below. Each acquisition is subject to the respective state’s approval under its laws governing the ownership and transfer of cannabis licenses. Accordingly, there is no assurance that the Company will be successful in fully implementing its plan.

Additionally, the Company licenses its own brands of precision-dosed, ~~cannabis-infused~~cannabis- and hemp-infused products to treat specific medical conditions or to achieve a certain effect. These products are licensed under the brand names Kalm Fusion™, Nature’s Heritage™, ~~and~~ Betty’s Eddies™, and Florance™. The Company also has exclusive sublicensing rights in certain states to distribute Lucid Mood™ vaporizer pens, ~~Vitiprints™ printable dissolvable discs,~~ DabTabs™ vaporization tablets infused with cannabis concentrates, the Binske^®line of cannabis products made from premium artisan ingredients, and the clinically tested medicinal cannabis strains developed in Israel by Tikun Olam™.

Leveraging its cannabis platform and product experience, as well as its strategic relationship with GenCanna, the Company has recently developed and is marketing a portfolio of hemp-based CBD brands to multiple retailers and direct to consumers both domestically and internationally.

The Company’s stock is quoted on the ~~OTCQB~~OTCQX market under the ticker symbol MRMD.

The Company was ~~originally~~ incorporated in January 2011 under the name Worlds Online Inc.~~, using the ticker symbol WORX. In early 2017,~~ Initially, the Company ~~name~~developed and ~~ticker were changed to its current name~~managed online virtual worlds. By early 2014, this line of business effectively ceased operating and ~~ticker. Since inception,~~ the Company ~~had operated an online portal that offers multi-user virtual environments to users. This segment of~~pivoted into the ~~business has had insignificant operations since early 2014.~~legal cannabis industry.

RecentTransaction Summary

The following is a chronological summary of the major transactions undertaken by the Company ~~has entered~~over the past two years to achieve its strategic plan to transition into ~~several~~a multistate cannabis licensee and seed-to-sale cannabis operator. These transactions ~~to develop its business and carry out its aforementioned strategic transition decision which~~ are ~~summarized below and~~ disclosed in further detail inNote 3–Acquisitions, ~~and in~~Note 4–Investments,.Note 8– Notes Receivable, andNote 11– Debt.

In May 2014, the Company, through its subsidiary MariMed Advisors Inc., acquired Sigal Consulting LLC, a company operating in the medical cannabis industry. This transaction was accounted for as a purchase acquisition where the Company was both the legal and accounting acquirer.

In October 2017, the Company acquired the intellectual property, formulations, recipes, proprietary equipment, knowhow, and other certain assets of Betty’s Eddies™, a brand of cannabis-infused fruit chews

In April 2018 ~~the~~– The Company acquired iRollie LLC, a manufacturer of branded cannabis products and accessories for consumers, and custom product and packaging for companies in the cannabis industry.

In July 2018, the Company contracted to acquire AgriMed Industries of PA LLC (“AgriMed”), an entity that holds a license for the cultivation of cannabis into medical marijuana products in the state of Pennsylvania. In February 2019, the Company filed a complaint against AgriMed for specific performance. The parties are currently in discussions to resolve this matter.

In August 2018 ~~the~~– The Company exchanged cash and stock to acquire a 23% ownership interest in an entity that ~~has~~ developed Sprout, a customer relationship management and marketing platform ~~branded under the name Sprout, which is specifically designed~~ for companies in the cannabis industry. ~~Also during this period,~~

August to October 2018 – The Company loaned $300,000 to Healer LLC, an entity that provides cannabis education, dosage programs, and products developed by Dr. Dustin Sulak, an integrative medicine physician and nationally renowned cannabis practitioner. In 2019, the Company ~~obtained the exclusive worldwide license of the Vitiprints patented technology for printable dissolvable cannabis-infused discs.~~

loaned Healer an additional $500,000.

In October 2018 ~~the~~– The Company entered into a purchase agreement to acquire its two cannabis-licensed clients, KPG of Anna LLC and KPG of Harrisburg LLC, currently operating medical marijuana dispensaries in the state of Illinois. ~~The~~In October 2019, the Company ~~has not yet~~ received legislative approval ~~– required~~ for ~~all ownership changes of cannabis licensees –~~the transaction. Accordingly, the transaction was consummated and ~~therefore~~ these entities ~~were not~~became wholly-owned subsidiaries which will be consolidated ininto the Company’s financial statements asstarting in the fourth quarter of ~~March 31,~~ 2019. ~~The Company anticipates approval will be obtained, and the transaction consummated, in 2019~~

In October 2018 ~~the~~– The Company’s cannabis-licensed client with cultivation and dispensary operations in Massachusetts, ARL Healthcare Inc. (“ARL”), filed a plan of entity conversion with the state to convert from a non-profit entity to a for-profit corporation, with the Company as the sole shareholder of the for-profit corporation. On November 30, 2018, the conversion plan was approved by the ~~secretary~~Massachusetts Secretary of ~~state,~~State, and effective December 1, 2018, ARL was consolidated into the Company as a wholly-owned subsidiary.

In November 2018 ~~the~~– The Company issued a letter of intent to acquire The Harvest Foundation LLC, its cannabis-licensed client with cultivation operations in the state of Nevada. The parties entered into a purchase agreement governing the transaction in August 2019. The Company has not yet received state approval for the acquisition and therefore this acquisition is ~~conditioned upon legislative~~still pending. The Company anticipates approval ofwill be obtained, and the transaction ~~which is expected to occur in May 2019.~~completed, by the end of this year.

In December 2018 ~~the~~– The Company entered into a memorandum of understanding (“MOU”) to ~~merge with~~acquire Kind Therapeutics USA ~~LLC,~~Inc. (“Kind”), its ~~cannabis-licensed~~ client in the state of ~~Maryland.~~Maryland that holds licenses for the cultivation, production, and dispensing of medical cannabis. The ~~parties expect~~MOU provides for a total purchase price of $6.3 million in cash, 2,500,000 shares of the ~~merger agreement~~Company’s common stock, and other consideration. The acquisition is subject to ~~be finalized, and~~ the ~~transaction approved~~approval by the ~~state legislature~~Maryland Medical Cannabis Commission, which approval was not expected prior to October 2020. Recently, the sellers of Kind have attempted to renegotiate the terms of the MOU. Even though the MOU contains all the definitive material terms with respect to the acquisition transaction and confirms certain management and lease agreements, the selling parties now allege that the MOU is not an enforceable agreement. The Company engaged with the sellers in ~~2019.~~good faith in an attempt to reach updated terms acceptable to both parties, however the sellers failed to reciprocate in good faith, resulting in an impasse. Incrementally, both parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings. For further information, see Part II, Item 1.Legal Proceedings in this report.

In January 2019 ~~the~~– The Company entered into an agreement with Maryland Health & Wellness Center Inc. (“MHWC”), an entity that has been pre-approved for a cannabis dispensing license, to provide MHWC with a $300,000 construction loan in connection with the buildout of MHWC’s proposed ~~dispensary location.~~dispensary. Upon the two-year anniversary of final state approval of MHWC’s dispensing license, the Company shall have the right, subject to state approval, to convert the promissory note underlying the construction loan into a 20% ownership interest of ~~MWHC.~~MHWC.

January 2019 – The Company ~~also entered into~~converted a consulting services agreement to provide MHWC with advisory and oversight services over a three-year period relating to the development, administration, operation, and management of MHWC’s proposed dispensary in Maryland.

~~In January 2019, the Company converted a~~$250,000 note receivable from Chooze Corp., an entity that develops environmentally conscious CBD- and THC-infused products, ~~without debilitating side effects,~~ into a 2.7% ownership interest in the entity.

In January 2019 ~~the~~– The Company established MariMed Hemp Inc., a wholly-owned subsidiary, to develop, market, and distribute hemp-based CBD brands and products, and to provide hemp producers with bulk quantities of hemp genetics and ~~biomass.~~biomass (“MariMed Hemp”). During the quarter ended September 30, 2019, MariMed Hemp launched Hemp Engine™, a store-within-a-store turnkey distribution platform of CBD-based products for retailers.

In February 2019 ~~the~~– The Company converted its $30 million ~~purchase of~~investment in subordinated secured convertible debentures of GenCanna ~~Global, Inc., a producer and distributor of agricultural hemp, cannabidiol (“CBD”) formulations, hemp genetics, and hemp products~~ into a 33.5% ownership ~~interest.~~interest in GenCanna.

May 2019 – The Company loaned an aggregate of $750,000 to Atalo Holdings Inc. (“Atalo”), an agriculture and biotechnology firm specializing in research, development, and production of industrial hemp and hemp-based CBD products. In ~~February~~July 2019, the Company ~~contracted~~extended an additional loan of $230,000 to ~~purchase a 70%~~Atalo.

May 2019 – The Company issued 500,000 shares of its common stock in exchange for an 8.95% interest in ~~Meditaurus~~Terrace Inc., a Canadian entity that develops and acquires international cannabis assets.

June 2019 – the Company entered into a purchase agreement to acquire MediTaurus LLC, a company established by ~~Dr.~~ Jokubas Ziburkas ~~who holds~~PhD, a ~~PhD in neuroscience~~neuroscientist and ~~is a~~ leading authority on hemp-based CBD and the endocannabinoid system. ~~Meditaurus currently~~MediTaurus operates in the United States and Europe and has developed proprietary CBD formulations sold under its Florance™ brand.

July 2019 – The Company entered into a licensing agreement for the exclusive manufacturing and distribution in seven eastern states of the Binske^® portfolio of products, a brand known for utilizing best-in-class proprietary strains and craft ingredients in its edibles, concentrates, vaporizers, and topicals.

August 2019 – The Company loaned $250,000 to High Fidelity Inc., a company that owns and operates two seed-to sale medical marijuana facilities in the state of Vermont, and produces its own line of CBD products.

October 2019 – The Company closed on the purchase of a 9,000 square foot building in Annapolis, MD which it intends to develop into a medical marijuana dispensary to be leased to Kind.

~~Florance~~Significant Transactions in the Current Period

During the nine months ended September 30, 2019, the Company entered into several hemp seed sale transactions with GenCanna whereby the Company acquired large quantities of top-grade feminized hemp seeds with proven genetics at volume discounts that it sold to GenCanna at market rates. The seeds met the U.S. government’s definition of federally legal industrial hemp, which was descheduled as a controlled substance and classified as an agricultural commodity upon the signing of the 2018 U.S. Farm Bill.

The Company purchased $20.75 million of hemp seed inventory during the nine months ended September 30, 2019, which the Company sold and delivered to GenCanna for $33.2 million. The Company provided GenCanna with extended payment terms through December 2019, to coincide with the completion of the seeds’ harvest, although the payment by GenCanna is not contingent upon the success of such harvest or its yield.

As required by the relevant accounting guidance, the Company has classified the $33.2 million due from GenCanna as a receivable from a related party, with approximately $29.0 million recognized as revenue from a related party for the nine months ended September 30, 2019, and approximately $4.2 million recorded underUnearned Revenue From Related Party ~~brand.~~on the balance sheet. Upon payment of the receivable balance by GenCanna, the amount inUnearned Revenue From Related Party will be recognized as revenue. This deferral of revenue represents the Company’s 33.5% ownership portion of the profit on these transactions.

To partially fund the seed purchases, the Company borrowed $17.0 million, which is reflected inNotes Payable on the balance sheet as of September 30, 2019 and further discussed in Note 11– Debt.

The Company continues to explore opportunities to continue such seed sale transactions in the future, however there is no assurance that such transactions will materialize.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

In accordance with GAAP, these interim statements do not contain all of the disclosures normally required in annual statements. In addition, the results of operations of interim periods are not necessarily indicative of the results of operations to be expected for the full year. Accordingly, these interim financial statements should be read in conjunction with the Company’s most recent audited annual financial statements and accompanying notes for the year ended December 31, 2018.

Certain reclassifications have been made to prior periods’ data to conform to the current period presentation. These reclassifications had no effect on reported income (losses) or cash flows.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of MariMed Inc. and the following majority-owned subsidiaries:

Subsidiary:	Percentage Owned
MariMed Advisors Inc.		100.0	%
Mia Development LLC		89.5	%
Mari Holdings IL LLC		60.0	%
Mari Holdings MD LLC		97.4	%
Mari Holdings NV LLC		100.0	%
Hartwell Realty Holdings LLC		100.0	%
iRollie LLC		100.0	%
ARL Healthcare Inc.		100.0	%
MariMed Hemp Inc.		100.0	%
MediTaurus LLC		70.0	%

Intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts within the financial statements and disclosures thereof. Actual results could differ from these estimates or assumptions.

Cash Equivalents

The Company considers all highly liquid investments with a maturity date of three months or less to be cash equivalents. The fair values of these investments approximate their carrying values.

The Company’s cash and cash equivalents are maintained with recognized financial institutions located in the United States. In the normal course of business, the Company may carry balances with certain financial institutions that exceed federally insured limits. The Company has not experienced losses on balances in excess of such limits and management believes the Company is not exposed to significant risks in that regard.

Accounts Receivable

Accounts receivable consist of trade receivables and are carried at their estimated collectible amounts.

The Company provides credit to its clients in the form of payment terms. The Company limits its credit risk by performing credit evaluations of its clients and maintaining a reserve, if deemed necessary, for potential credit losses. Such evaluations include the review of a client’s outstanding balances with consideration towards such client’s historical collection experience, as well as prevailing economic and market conditions and other factors. Based on such evaluations, the Company recorded a reserve of $250,000 and $150,000 at ~~March 31,~~September 30, 2019 and December 31, ~~2018.~~2018, respectively.

Inventory

Inventory is carried at the lower of cost or net realizable value, with the cost being determined on a first-in, first-out (FIFO) basis. The Company periodically reviews physical inventory and will record a reserve for excess and/or obsolete inventory if necessary. As of the date of this report, no reserve was deemed necessary.

Investments

The Company classifies its investments as available-for-sale-investments. Investments are comprised of equity holding of private companies. These investments are recorded at fair value on the Company’s consolidated balance sheet, with changes to fair value, if any, included in comprehensive income. Investments are evaluated for other-than-temporary impairment and are written down if such impairments are deemed to have occurred.

Revenue Recognition

On January 1, 2018, the Company adopted the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 606,Revenue from Contract with Customers,as amended by subsequently issued Accounting Standards Updates. This revenue standard requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to in exchange for those goods or services. The recognition of revenue is determined by performing the following consecutive steps:

	●	Identify the contract(s) with a customer;
	●	Identify the performance obligations in the contract(s);
	●	Determine the transaction price;
	●	Allocate the transaction price to the performance obligations in the contract(s); and
	●	Recognize revenue as the performance obligation is satisfied.

Additionally, when another party is involved in providing goods or services to the Company’s clients, a determination is made as to who—the Company or the other party—is acting in the capacity as the principal in the sale transaction, and who is merely the agent arranging for goods or services to be provided by the other party.

The Company is typically considered the principal if it controls the specified good or service before such good or service is transferred to its client. The Company may also be deemed to be the principal even if it engages another party (an agent) to satisfy some of the performance obligations on its behalf, provided the Company (i) takes on certain responsibilities, obligations and risks, (ii) possesses certain abilities and discretion, or (iii) other relevant indicators of the sale. If deemed an agent, the Company would not recognize revenue for the performance obligations it does not satisfy.

The adoption of this standard did not have a significant impact on the Company’s consolidated operating results, and accordingly no restatement has been made to prior period reported amounts.

The Company’s main sources of revenue are comprised of the following:

	●	Real Estate – ~~the Company generates~~ rental income and additional rental fees from leasing ~~its~~of the Company’s regulatory-compliant legal cannabis facilities to its clients, which are cannabis-licensed operating companies. Rental income is generally a fixed amount per month that escalates over the respective lease terms, while additional rental fees are based on a percentage of tenant revenues that exceed a specified amount.

	●	Management – ~~the Company receives~~ fees for providing ~~its~~the Company’s cannabis clients with corporate services and operational oversight of their cannabis cultivation, production, and dispensary operations. These fees are based on a percentage of such clients’ revenue, and are recognized after services have been performed.

	●	Supply Procurement – the Company maintains volume discounts with top national vendors of cultivation and production resources, supplies, and equipment, which the Company acquires and resells to its clients or third parties within the cannabis industry. The Company recognizes this revenue after the delivery and acceptance of goods by the purchaser.

	●	Licensing – ~~the Company’s derives~~ revenue from the sale of precision-dosed, cannabis-infused products, such as Kalm Fusion™ and Betty’s Eddies™, to legal dispensaries throughout the United States. The recognition of this revenue occurs when the products are delivered.

	●	Consulting – fees from third-parties parties where the Company ~~assists third-parties parties~~provides assistance in securing cannabis licenses, and ~~provides~~ advisory services in the areas of facility design and development, and cultivation and dispensing best practices. ~~The revenues associated with these services~~These fees are recognized as the services are performed.

	●	Product Sales – ~~the Company is currently working towards generating revenues from~~ direct sales of cannabis, hemp, and products derived from these plants. ~~Such revenues~~This year, the Company commenced the direct sale of acquired hemp seed inventory. As the Company continues to explore opportunities to continue such sales, significant product sales are ~~anticipated~~expected to ~~come~~be generated from (i) ~~MariMed Hemp’s development~~the distribution of athe Company’s acquired and developing hemp-derived CBD product ~~line and wholesale hemp distribution business, and~~lines, (ii) the dispensary and wholesale operations of ARL in Massachusetts and ofthe KPGs in Illinois, and (iii) the Company’s planned cannabis-licensee acquisitions in ~~Pennsylvania, Illinois,~~ Maryland and Nevada. This revenue will be recognized ~~at retail points-of-sale or~~ when products are ~~delivered.~~ delivered or at retail points-of-sale.

Research and Development Costs

Research and development costs are charged to operations as incurred.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation, with depreciation recognized on a straight-line basis over the shorter of the estimated useful life of the asset or the lease term, if applicable. When assets are retired or disposed, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income. Repairs and maintenance are charged to expense in the period incurred.

The estimated useful lives of property and equipment are generally as follows: buildings and building improvements, seven to thirty-nine years; tenant improvements, the remaining duration of the related lease; furniture and fixtures, seven years; machinery and equipment, five to ten years. Land is not depreciated.

The Company’s property and equipment are individually reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be ~~recoverable. An impairment exists when~~recoverable from the ~~carrying amount of an asset exceeds the aggregate projected~~undiscounted future cash flows of such asset over the anticipated holding ~~period on an undiscounted basis.~~period. An impairment loss is measured ~~based on~~by the excess of the asset’s carrying amount over its estimated fair value.

Impairment analyses are based on management’s current plans, ~~intended~~asset holding periods, and currently available market ~~information at the time the analyses are prepared.~~information. If these criteria change, the Company’s evaluation of impairment losses may be different and could have a material impact to the consolidated financial statements.

For the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, based on ~~its~~the results of management’s impairment analyses, ~~the Company did not have any~~there were no impairment losses.

Leases

The consolidated financial statements reflect the Company’s adoption of ASC 842,Leases, as amended by subsequent accounting standards updates, utilizing the modified retrospective transition approach which calls for applying the new standard to all of the Company’s leases effective January 1, 2019, which is the effective date of adoption.

ASC 842 is intended to improve financial reporting of leasing transactions. The most prominent change from previous accounting guidance is the requirement to recognize right-of-use assets and lease liabilities ~~for~~on the consolidated balance sheet representing the rights and obligations created by operating leases that extend more than twelve months in which the Company is the ~~lessee that extend more than twelve months on the balance sheet.~~lessee. The Company elected the package of practical expedients permitted under ASC 842. Accordingly, the Company accounted for its existing operating leases that commenced before the effective date as operating leases under the new guidance without reassessing (i) whether the contracts contain a lease, (ii) the classification of the leases (iii) the accounting for indirect costs as defined in ASC 842.

The Company determines if an arrangement is a lease at inception. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Non-lease components within lease agreements are accounted for separately. Right-of-use assets and obligations are recognized at the commencement date based on the present value of lease payments over the lease term, utilizing the Company’s incremental borrowing rate. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its fixed assets and other assets in accordance with ASC 360-10-15,Impairment or Disposal of Long-Lived Assets. Impairment of long-lived assets is recognized when the net book value of such assets exceeds their expected cash flows, in which case the assets are written down to fair value, which is determined based on discounted future cash flows or appraised values.

Fair Value of Financial Instruments

The Company follows the provisions of ASC 820,Fair Value Measurement, to measure the fair value of its financial instruments, and ASC 825,Financial Instruments,for disclosures on the fair value of its financial instruments. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by ASC 820 are:

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accounts payable approximate their fair values due to the short maturity of these instruments.

The fair value of option and warrant issuances are determined using the Black-Scholes pricing model and employing several inputs such as the expected life of instrument, the exercise price, the expected risk-free interest rate, the expected dividend yield, the value of the Company’s common stock on issuance date, and the expected volatility of such common stock. ~~No options or warrants were issued during the three months ended March 31, 2019.~~ The following table summarizes the range of inputs used by the Company during the ~~same period in~~nine months ended September 30, 2019 and 2018:

~~Life of instrument~~			~~3.0to 5.0 years~~
~~Volatility factors~~			~~1.152to 2.086~~
~~Risk-free interest rates~~			~~1.92% to 2.25%~~
~~Dividend yield~~			0%

Nine Months Ended September 30,
2019 2018
Life of instrument 2.3 to 3.0 years 0.5 to 5.0 years
Volatility factors 1.059 to 1.106 1.020 to 2.086
Risk-free interest rates 1.42% to 2.28% 1.92% to 2.99%
Dividend yield 0% 0%

The expected life of an instrument is calculated using the simplified method pursuant to Staff Accounting Bulletin Topic 14,Share-Based Payment, which allows for using the mid-point between the vesting date and expiration date. The volatility factors are based on the historical two-year movement of the Company’s common stock prior to an instrument’s issuance date. The risk-free interest rate is based on U.S. Treasury rates with maturity periods similar to the expected instruments life on the issuance date.

The Company amortizes the fair value of option and warrant issuances on a straight-line basis over the requisite service period of each instrument.

Extinguishment of Liabilities

The Company accounts for extinguishment of liabilities in accordance with ASC 405-20,Extinguishments of Liabilities.When the conditions for extinguishment are met, the liabilities are written down to zero and a gain or loss is recognized.

Stock-Based Compensation

The Company accounts for stock-based compensation using the fair value method as set forth in ASC 718,Compensation—Stock Compensation,which requires a public entity to measure the cost of employee services received in exchange for an equity award based on the fair value of the award on the grant date, with limited exceptions. Such value will be incurred as compensation expense over the period an employee is required to provide service in exchange for the award, usually the vesting period. No compensation cost is recognized for equity awards for which employees do not render the requisite service.
12
Income Taxes

The Company accounts for income taxes in accordance with ASC 740,Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax basis of assets and liabilities, and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. The Company did not take any uncertain tax positions and had no adjustments to unrecognized income tax liabilities or benefits for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018.

Related Party Transactions

The Company follows ASC 850,Related Party Disclosures, for the identification of related parties and disclosure of related party transactions.

In accordance with ASC 850, the Company’s financial statements include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business, as well as transactions that are eliminated in the preparation of financial statements.

Comprehensive Income

The Company reports comprehensive income and its components following guidance set forth by ASC 220,Comprehensive Income, which establishes standards for the reporting and display of comprehensive income and its components in the consolidated financial statements. There were no items of comprehensive income applicable to the Company during the period covered in the financial statements.

Earnings Per Share

Earnings per common share is computed pursuant to ASC 260,Earnings Per Share. Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income by the sum of the weighted average number of shares of common stock outstanding plus the weighted average number of potentially dilutive securities during the period.

As of ~~March 31,~~September 30, 2019 and 2018, there were ~~18,429,211~~16,815,107 and ~~10,005,697,~~15,497,823, respectively, of potentially dilutive securities in the form of outstanding options and warrants. ~~Also as~~As of ~~such dates,~~September 30, 2019, there were $350,000 ~~and $550,000, respectively,~~ of convertible promissory notes and $8$11.1 million ~~and zero, respectively,~~ of convertible debentures payable outstanding, that were potentially dilutive, whose conversion into common stock is based on a discount to the market value of common stock on or about the future conversion date. No such debt instruments existed as of September 30, 2018.
For the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, all potentially dilutive securities had an anti-dilutive effect on earnings per share, and in accordance with ASC 260, were excluded from the diluted net income per share ~~calculation,~~calculations, resulting in identical ~~calculations of~~ basic and fully diluted net income per ~~share. These~~share for these periods. The potentially dilutive securities may dilute earnings per share in the future.

Commitments and Contingencies

The Company follows ASC 450,Contingencies, which requires the Company to assess the likelihood that a loss will be incurred from the occurrence or non-occurrence of one or more future events. Such assessment inherently involves an exercise of judgment. In assessing possible loss contingencies from legal proceedings or unasserted claims, the Company evaluates the perceived merits of such proceedings or claims, and of the relief sought or expected to be sought.

If the assessment of a contingency indicates that it is probable that a material loss will be incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

While not assured, management does not believe, based upon information available at this time, that a loss contingency will have material adverse effect on the Company’s financial position, results of operations or cash flows.
13
Beneficial Conversion Features on Convertible Debt
Convertible instruments that are not bifurcated as a derivative pursuant to ASC 815,Derivatives and Hedging, and not accounted for as a separate equity component under the cash conversion guidance are evaluated to determine whether their conversion prices create an embedded beneficial conversion feature at inception, or may become beneficial in the future due to potential adjustments.

A beneficial conversion feature is a nondetachable conversion feature that is “in-the-money” at the commitment date. The in-the-money portion, also known as the intrinsic value of the option, is recorded in equity, with an offsetting discount to the carrying amount of convertible debt to which it is attached. The discount is amortized to interest expense over the life of the debt with adjustments to amortization upon full or partial conversions of the debt.

Risk and Uncertainties

The Company is subject to risks common to companies operating within the legal and medical marijuana industries, including, but not limited to, federal laws, government regulations and jurisdictional laws.

Noncontrolling Interests

Noncontrolling interests represent third-party minority ownership of the Company’s consolidated subsidiaries. Net income attributable to noncontrolling interests is shown in the consolidated statements of operations; and the value of net assets owned by noncontrolling interests are presented as a component of equity within the balance sheets.

Off Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

Recent Accounting Pronouncements

In November 2016, the FASB issued ASU No. 2016-18,Statement of Cash Flows (Topic 230): Restricted Cash, which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows. This ASU was adopted effective January 1, 2019 with no impact to the Company’s financial statements and related disclosures.

In June 2018, the FASB issued ASU 2018-07,Compensation - Stock Compensation (Topic 718): Improvement to Nonemployee Share-Based Payment Accounting,which is part of the FASB’s simplification initiative to maintain or improve the usefulness of the information provided to the users of financial statements while reducing cost and complexity in financial reporting. This update, which provides consistency in the accounting for share-based payments to nonemployees with that of employees, was adopted effective January 1, 2019 with no material impact to the Company’s financial statements and related disclosures.

In January 2017, the FASB issued ASU 2017-04,Intangibles - Goodwill and Other (Topic 350) which simplifies goodwill impairment testing by requiring that such periodic testing be performed by comparing the fair value of a reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company is currently evaluating the impact of this ASU on its consolidated financial statements and related disclosures, which is effective for fiscal years, including interim periods, beginning after December 15, 2019.

In addition to the above, the Company has reviewed all other recently issued, but not yet effective, accounting pronouncements, and does not believe the future adoption of any such pronouncements will have a material impact on its financial condition or the results of its operations.

14
NOTE 3 – ACQUISITIONS

~~Sigal Consulting LLC~~
In May 2014, the Company, through its subsidiary MariMed Advisors Inc., acquired Sigal Consulting LLC from its ownership group which included the current CEO and CFO of the Company (the “Sigal Ownership Group”). The purchase price received by the Sigal Ownership Group was comprised of (i) 31,954,236 shares of common stock valued at approximately $5,913.000, representing 50% of the Company’s outstanding shares on the closing date, (ii) options to purchase three million shares of the Company’s common stock, exercisable over five years with exercise prices ranging from $0.15 to $0.35, and valued at approximately $570,000, and (iii) a 49% ownership interest in MariMed Advisors Inc. The excess of purchase price over the book value of the acquired entity was recorded as goodwill, which was subsequently impaired in full and written down to zero.
~~In June 2017, the remaining 49% interest of MariMed Advisors Inc. was merged into the Company in exchange for an aggregate 75 million shares of common stock to the Sigal Ownership Group.~~
~~Betty’s Eddies™~~
In October 2017, the Company acquired the intellectual property, formulations, recipes, proprietary equipment, know-how, and other certain assets of the Betty’s Eddies™ brand of cannabis-infused fruit chews, from Icky Enterprises LLC, a company partially owned by an officer of the company (“Icky”). The purchase price was $140,000 plus 1,000,000 shares of the Company’s common stock valued at $370,000 based on the price of the common stock on the date of the agreement. These shares of common stock were issued in June 2018.
~~The acquisition was accounted for in accordance with ASC 10,~~~~Business Combinations~~~~. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired on the acquisition date:~~
Inventory $ 46,544
Machinery and equipment 130,255
Goodwill 333,201
Total fair value of consideration $ 510,000
~~The goodwill balance of approximately $333,000 was written down in 2018.~~
As part of the agreement between the parties, Icky shall receive royalties based on a percentage of the Company’s sales of the Betty’s Eddies™ product line, commencing at 25% and decreasing to 2.5% as certain sales thresholds are met. For the three months ended March 31, 2019 and 2018, such royalties approximated $20,000 and $5,000, respectively.
iRollie LLC

Effective April 2018, the Company entered into a purchase agreement whereby 264,317 shares of the Company’s common stock were exchanged for 100% of the ownership interests of iRollie LLC, a manufacturer of branded cannabis products and accessories for consumers, and custom product and packaging for companies in the cannabis industry. The Company acquired, among other assets, iRollie’s entire product line, service offerings, ~~clients,~~client list, and intellectual property, and hired its two co-founders.

The acquisition was accounted for in accordance with ASC 10. The shares of Company common stock, valued at ~~$280,176~~approximately $280,000, were issued to iRollie’s former owners in December 2018, at which time the Company adjusted the total goodwill generated onby the transaction. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired:

Cash and cash equivalents $ 13,494
Goodwill 266,682
Total fair value of consideration $ 280,176

Prior to the acquisition, iRollie had not been generating positive cash flow as a stand-alone entity, and in conformity with relevant accounting guidance, the goodwill was written ~~down.~~off.
15

ARL Healthcare Inc.

In October 2018, the Company’s cannabis-licensed client in Massachusetts, ARL Healthcare Inc. (“ARL”), filed a plan of entity conversion with the state to convert from a non-profit entity to a for-profit corporation, with the Company as the sole shareholder of the for-profit corporation. ARL holds three cannabis licenses from the state of Massachusetts for the cultivation, production and dispensing of cannabis.

On November 30, 2018, the conversion plan was approved by the ~~secretary~~Massachusetts Secretary of ~~state,~~State, and effective December 1, 2018, ARL was consolidated into the Company as a wholly-owned subsidiary. ~~Additionally, the Company’s chief operating officer was appointed as ARL’s sole board member.~~

The acquisition was accounted for in accordance with ASC 10,Business Combinations. The following table summarizes the allocation of the purchase price to the fair value of the assets acquired and liabilities assumed on the acquisition date:

Equipment $ 21,000
Cannabis licenses 185,000
Accounts payable (120,689 )
Due to related parties (92,765 )
Total identifiable net assets (7,454 )
Goodwill 731,902
Total fair value of consideration $ 724,448

The total consideration paid by the Company was equal to the forgiveness of amounts owed to the Company by ARL. Accordingly, the transaction gave rise to goodwill of approximately $732,000, which the Company wrote ~~down.~~off. The cannabis licenses acquired ~~comprised~~was included in the balance ofIntangibleswithin the asset section of the Company’s balance sheet at December 31, 2018. This intangible asset is being amortized over its estimated useful life, and at ~~March 31,~~September 30, 2019, the carrying value less amortization was approximately ~~$123,000.~~$31,000.
~~AgriMed Industries of PA LLC~~
In July 2018, the Company entered into a purchase agreement to acquire 100% of the ownership interests of AgriMed Industries of PA LLC (“AgriMed”), an entity that holds a license from the state of Pennsylvania for the cultivation of cannabis. AgriMed presently develops cannabis products that are wholesaled to medical marijuana dispensaries within the state. The purchase price is comprised of $8,000,000, a portion of which may be in the form of the Company’s common stock at the seller’s option, and the assumption of certain liabilities of AgriMed not to exceed $700,000. In February 2019, the Company filed a complaint against AgriMed for specific performance of their obligations under the purchase agreement. The parties are currently working towards a resolution of this matter.

KPG of Anna LLC and KPG of Harrisburg LLC

In October 2018, the Company entered into a purchase agreement to acquire 100% of the ownership interests of KPG of Anna LLC and KPG of Harrisburg LLC, the Company’s two cannabis-licensed clients that operate medical marijuana dispensaries in the state of Illinois (both entities collectively, the “KPGs”), from the current ownership group of the KPGs (the “Sellers”). As part of this transaction, the Company ~~will~~ also ~~acquire~~acquired the Sellers’ ownership interests of Mari Holdings IL LLC, the Company’s subsidiary which owns the real estate in which the KPGs’ dispensaries are located (“Mari-IL”).

~~The purchase price~~In October 2019, the transaction was approved by the Illinois Department of Financial & Professional Regulation, and 1,000,000 shares of the Company’s common stock, ~~shall be~~representing the entire purchase price, were issued to the Sellers upon the closing of the transaction, which is dependent upon, among other closing conditions, the approval by the Illinois Department of Financial and Professional Regulation. Such approval is expected to be received by mid-2019. After the transaction is effectuated,Sellers. Effective October 1, 2019, the KPGs and Mari-IL ~~will be~~are wholly-owned subsidiaries of the ~~Company.~~
AsCompany with 100% of ~~March 31, 2019, the Company had not yet received the legislative approval – required for all ownership changes of cannabis licensees – and therefore~~ the operations of ~~the KPGs were not~~these entities to be consolidated ininto the Company’s financial statements as of ~~such~~that date. ~~The Company anticipates approval will be obtained, and the transaction consummated, in 2019. When that occurs, the Company expects to consolidate the acquired entities in accordance with ASC 10.~~

The Harvest Foundation LLC

In November 2018, the Company issued a letter of intent to acquire 100% of the ownership interests of The Harvest Foundation LLC, the Company’s cannabis-licensed client in the state of ~~Nevada. The~~Nevada (“Harvest”). In August 2019, the parties ~~are in the process of negotiating~~entered into a ~~definitive~~purchase agreement governing the ~~acquisition following the satisfactory completion of due diligence.~~transaction. The acquisition is conditioned upon the appropriate legislative approval of the transaction, which is expected to occur ~~in May~~by the end of 2019. ~~Accordingly,~~Upon consummation, the operations of Harvest will be consolidated into the Company’s financial statements.
The purchase price is comprised of the issuance of (i) 1,000,000 shares of the Company’s common stock, in the aggregate, to two owners of Harvest, ~~Foundation LLC have~~as a good faith deposit upon execution of the purchase agreement, (ii) $1.2 million of the Company’s common stock at closing, based on the closing price of the common stock on the day prior to legislative approval of the transaction, and (iii) warrants to purchase 400,000 shares of the Company’s common stock at an exercise price equal to the closing price of the Company’s common stock on the day prior to legislative approval of the transaction. The Company issued 1,000,000 shares of common stock to the two owners of Harvest as a good faith deposit. These shares are restricted and will be returned to the Company in the event the transaction does not close by a certain date. As the transaction has not been ~~consolidated for~~consummated, the ~~three months ended March 31,~~issued shares were recorded at par value within theStockholders’ Equitysection of the balance sheet at September 30, 2019.

Kind Therapeutics ~~LLC~~USA Inc.

In December 2018, the Company entered into a memorandum of understanding (“MOU”) to ~~merge with~~acquire Kind Therapeutics USA Inc. (“Kind”), its ~~cannabis-licensed~~ client in Maryland ~~Kind Therapeutics LLC. A merger agreement~~that holds licenses for the cultivation, production, and dispensing of medical cannabis. The MOU provides for a total purchase price of $6.3 million in cash, 2,500,000 shares of the Company’s common stock, and other consideration. The acquisition is ~~currently being drafted for this transaction, which is intended~~subject to ~~qualify as a tax-deferred reorganization under~~ the ~~Internal Revenue Code. The parties expect the merger agreement to be finalized, and the transaction approved~~approval by the ~~state legislature in 2019.~~Maryland Medical Cannabis Commission, which approval was not expected prior to October 2020.

Also in December 2018, MariMed Advisors Inc, the Company’s wholly owned subsidiary, and Kind entered into a management agreement pursuant to which the Company provides comprehensive management services in connection with the business and operations of Kind, and Mari Holdings MD LLC, the Company’s majority-owned subsidiary, entered into a 20-year lease with Kind for its utilization of the Company’s 180,000 square foot cultivation and production facility in Hagerstown, MD. Additionally, in October 2019, Mari Holdings MD LLC purchased a 9,000 square foot building in Anne Arundel County, MD for the development of a dispensary which would be leased to Kind, as further disclosed in Note 19 –Subsequent Events.
Recently, the sellers of Kind have attempted to renegotiate the terms of the MOU. Even though the MOU contains all the definitive material terms with respect to the acquisition transaction and confirms the management and lease agreements, the selling parties now allege that the MOU is not an enforceable agreement. The Company engaged with the sellers in good faith in an attempt to reach updated terms acceptable to both parties, however the sellers failed to reciprocate in good faith, resulting in an impasse. Incrementally, both parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings. For further information, see Part II, Item 1.~~Meditaurus LLC~~Legal Proceedings in this report.

MediTaurus LLC
In ~~February~~May 2019, the Company entered into a ~~binding letter of intent~~purchase agreement to acquire ~~a 70% interest in Meditaurus~~MediTaurus LLC (“MediTaurus”), a company established by ~~Dr.~~ Jokubas Ziburkas PhD, a ~~PhD in neuroscience who is a~~neuroscientist and leading authority on CBD and its interactions with the brain and endocannabinoid system. ~~Meditaurus~~MediTaurus currently operates in the United States and Europe and has developed proprietary CBD formulations sold under its~~Florance~~ Florance™ brand.

Pursuant to the purchase agreement, the Company acquired 70% of MediTaurus on June 1, 2019, and will acquire the remaining 30% of MediTaurus on June 1, 2020. The purchase price for the initial 70% was $2.8 million, comprised of cash payments totaling $720,000 and 752,260 shares of the Company’s common stock valued at $2,080,000. The purchase price of ~~$2.8 million is comprised of~~the remaining 30%, payable in cash ~~up to $720,000 and the remainder in~~or stock at the Company’s ~~common stock.~~ option, shall be equal to a defined percentage of the Company’s receipts from the licensing of certain MediTaurus technology and products that existing on June 1, 2019 (all such technology and products, the “MT Property”). For a period of ten years following June 1, 2020, certain former members of MediTaurus shall be paid a royalty on the Company’s receipts from the licensing of MT Property, with the royalty percentage commencing at 10% and decreasing to 2% over time.
16
The ~~Company shall receive a license to distribute Meditaurus products~~acquisition was accounted for in ~~exchange for a license fee to be finalized prior~~accordance with ASC 10. The following table summarizes the allocation, adjusted in September 2019, of the purchase price to the ~~closing~~fair value of the ~~transaction. In addition,~~assets acquired and liabilities assumed on the acquisition date:
Cash and cash equivalents $ 64,196
Accounts receivable 5,362
Inventory 519,750
Tradename and customer lists 3,411,469
Accounts payable (777 )
Total value of MediTaurus 4,000,000
Noncontrolling interests in MediTaurus (1,200,000 )
Total fair value of consideration $ 2,800,000
The tradename and customer lists acquired were included the balance ofIntangibles within the asset section of the Company’s balance sheet at September 30, 2019. A valuation of MediTaurus is currently pending; the useful lives of the intangible assets will be disclosed in future reports after the valuation is completed
As part of the transaction, the Company ~~shall hire~~hired Dr. Ziburkas ~~and~~as the Company’s Chief Innovation Officer, as well as other members of the ~~Meditaurus~~MediTaurus executive team.
AgriMed Industries of PA LLC
In July 2018, the Company entered into a purchase agreement to acquire 100% of the ownership interests of AgriMed Industries of PA LLC (“AgriMed”), an entity that holds a license from the state of Pennsylvania for the cultivation of cannabis. The ~~transaction is conditioned upon~~purchase price was comprised of $8 million, payable in stock and cash, and the ~~successful due diligence by~~assumption of certain liabilities of AgriMed. In February 2019, the Company commenced legal proceedings against AgriMed seeking specific performance of the purchase agreement.
In May 2019, the dispute between the parties ~~as well as ownership~~was resolved through the cash payment to the Company of $3.1 million and ~~regulatory approvals, as required.~~other good and valuable consideration, in exchange for the Company relinquishing its rights under the purchase agreement and releasing its claims against AgriMed. The ~~Company anticipates definitive agreements to be executed~~net amount of approximately $2,949,000, representing the cash payment less legal fees and writeoffs of assets and supplies, was recorded inOther Non-Operating Income in the ~~deal closed within 120 days.~~Company’s consolidated statement of operations for the nine months ended September 30, 2019.
17
NOTE 4 – INVESTMENTS

At ~~March 31,~~September 30, 2019 and December 31, 2018, the Company’s investments were comprised of the following:

March 31,
2019

December 31,
2018
September 30, 2019 December 31, 2018
GenCanna Global Inc. $ 32,234,402 $ - $ 29,301,151 $ -
Terrace Inc. 1,590,000 -
CVP Worldwide LLC 1,125,482 1,172,163 1,080,016 1,172,163
Iconic Ventures Inc. 500,000 500,000 500,000 500,000
Chooze Corp. 257,687 - 257,687 -
Total investments $ 34,117,571 $ 1,672,163 $
32,728,854
$ 1,672,163

GenCanna Global Inc.
During 2018, in a series of transactions, the Company purchased $30 million of subordinated secured convertible debentures (the “GC Debentures”) of ~~GenCanna Global, Inc., a producer and distributor of agricultural hemp, CBD formulations, hemp genetics, and hemp products (“GenCanna”).~~GenCanna. In February 2019, the Company converted the GC Debentures, plus unpaid accrued interest of approximately $229,000 through the conversion date, into common stock of GenCanna equal to a 33.5% ownership interest in GenCanna on a fully diluted basis.

The investment has been accounted for under the equity method. Accordingly, the Company recorded its equity in ~~earnings of approximately $2,005,000 based its percentage equity of~~ GenCanna’s net ~~income~~loss from the date of conversion through ~~March 31, 2019. Such amount increased~~September 30, 2019, which resulted in a non-cash, non-operating loss to the ~~carrying value~~Company of approximately $928,000.
Among other provisions of the ~~investment~~subscription agreement governing the GC Debentures, (i) the Company’s CEO was appointed to ~~approximately $32,234,000 at March 31, 2019.~~GenCanna’s board, and (ii) the Company agreed to fund a $10.0 million employee bonus pool in the event GenCanna meets certain 2019 operating targets. The Company’s funding obligation will be determined following the audit of GenCanna’s 2019 financial statements. Additionally, pursuant to a rights agreement, the Company was granted certain rights, including the rights of inspection, financial information, and participation in future security offerings of GenCanna.

~~CVP Worldwide LLC~~
In August 2018, the Company invested $300,000, of a total contracted cash investment of $500,000, and issued 378,259 shares of common stock, valued at approximately $915,000, in exchange for 23% ownership in CVP Worldwide LLC (“CVP”). CVP has developed a customer relationship management and marketing platform, branded under the name Sprout, which is specifically designed for companies in the cannabis industry.
The Company shall assist in the ongoing development and design of Sprout, and in marketing Sprout to companies within the cannabis industry. The Company shall earn a percentage share of Sprout’s revenues generated from sales (i) to the Company’s clients, and (ii) by the Company to third parties. As of December 31, 2018, no revenue share was earned by the Company.
The investment has been accounted under the equity method. In 2018, the Company recorded a charge to net income of approximately $43,000 based on its equity in CVP’s net loss during the period of the Company’s ownership. Such amount reduced the carrying value of the investment to approximately $1,172,000 at December 31, 2018. For the three months ended March 31, 2019, the Company recorded a charge of approximately $48,000 representing the Company’s equity in CVP’s net loss during this period, further reducing the carrying value of the investment to approximately $1,125,000 at March 31, 2019.
~~Iconic Ventures~~Terrace Inc.

In ~~December 2018,~~May 2019, the Company ~~purchased 2,500,000~~issued 500,000 shares of its common stock, valued at $1.59 million on the date of ~~Iconic Ventures~~issuance, to purchase an 8.95% interest in Terrace Inc. ~~(“Iconic”) for an aggregate price of $500,000. Iconic, a private company, has developed DabTabs™~~, a ~~unique solution for cannabinoid vaporization via a convenient portable tablet~~Canadian entity that ~~provides precisely measured dosing~~develops and ~~acts as a storage system for full spectrum extracts, concentrates and distillates.~~
~~The Company’s investment equates to an ownership percentage in Iconic of 8.75%.~~acquires international cannabis assets. The Company was not given a board seat, ~~and~~nor does ~~not~~it have the ability to exert operational or financial control over the entity. In accordance with ASC 321,Investments – Equity Securities, the Company elected the measurement alternative to value this equity investment without a readily determinable fair value. Under this alternative measurement election, the investment is recorded at its cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment in ~~Iconic.~~Terrace. Following the Company’s purchase, there has been no impairment to this investment, nor any observable price declines in investments in Terrace. Accordingly, this investment was carried at its cost of $1.59 million at September 30, 2019.
The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The Company may subsequently elect to measure this investment at fair value, and if so, shall measure all identical or similar investments in Terrace at fair value. Any subsequent changes in fair value shall be recognized in net income.
CVP Worldwide LLC
In August 2018, the Company invested $300,000, of a total contracted cash investment of $500,000, and issued 378,259 shares of its common stock, valued at approximately $915,000, in exchange for a 23% ownership in CVP Worldwide LLC (“CVP”). CVP has developed a customer relationship management and marketing platform, branded under the name Sprout, which is specifically designed for companies in the cannabis industry.
The investment has been accounted for under the equity method. Accordingly, the Company recorded its equity in CVP’s net loss for the nine months ended September 30, 2019, which resulted in a non-cash, non-operating loss to the Company of approximately $92,000
The Company shall assist in the ongoing development and design of Sprout, and in marketing Sprout to companies within the cannabis industry. The Company shall earn a percentage share of Sprout’s revenues generated from sales (i) to the Company’s clients, and (ii) by the Company to third parties. As of September 30, 2019, no revenue was earned by the Company.
18
The investment has been accounted under the equity method. In 2018, the Company recorded a charge to net income of approximately $43,000 based on its equity in CVP’s net loss during the period of the Company’s ownership. Such amount reduced the carrying value of the investment to approximately $1,172,000 at December 31, 2018. For the nine months ended September 30, 2019, the Company recorded a charge of approximately $92,000 representing the Company’s equity in CVP’s net loss during this period, further reducing the carrying value of the investment to approximately $1,080,000 at September 30, 2019.
Iconic Ventures Inc.
In December 2018, the Company purchased 2,500,000 shares of common stock of Iconic Ventures Inc. (“Iconic”) for an aggregate cash payment of $500,000. Iconic has developed DabTabs™, a unique solution for cannabinoid vaporization via a convenient portable tablet that provides precisely measured dosing and acts as a storage system for full spectrum extracts, concentrates and distillates.
The Company’s investment equates to a current ownership interest in Iconic of approximately 10%. The Company was not given a board seat, nor does it have the ability to exert operational or financial control over the entity. In accordance with ASC 321, the Company elected the measurement alternative to value this equity investment without a readily determinable fair value. Following the Company’s purchase, there has been no impairment to this investment, nor any observable price changes to investments in Iconic. Accordingly, this investment was carried at $500,000 at ~~March 31,~~September 30, 2019 and December 31, 2018.

The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The Company may subsequently elect to measure this investment at fair value, and if so, shall measure all identical or similar investments in Iconic at fair value. Any subsequent changes in fair value shall be recognized in net income.

Chooze Corp.

In January 2019, the entire principal and accrued interest balance of a note receivable from Chooze Corp. of approximately $258,000 was converted into a 2.7% ~~ownership~~equity interest in Chooze. In accordance with ASC 321, the Company elected the measurement alternative to value this equity investment without a readily determinable fair value. Following the Company’s purchase, there has been no impairment to this investment, nor any observable price changes to investments in the entity. Accordingly, this investment was carried at approximately $258,000 at ~~March 31,~~September 30, 2019.
The Company will continue to apply the alternative measurement guidance until this investment does not qualify to be so measured. The Company may subsequently elect to measure this investment at fair value, and if so, shall measure all identical or similar investments in Chooze at fair value. Any subsequent changes in fair value shall be recognized in net income.

~~Vitiprints~~Binske^®

In ~~August 2018,~~July 2019, the Company entered into a licensing agreement for the exclusive ~~worldwide~~manufacturing and distribution in seven eastern U.S. states of the Binske^® portfolio of products, a brand known for utilizing best-in-class proprietary strains and craft ingredients in its edibles, concentrates, vaporizers, and topicals. In consideration for the license and other rights, the Company agreed to pay a royalty of 10.0% to 12.5% of gross revenue, as defined, derived from the sale of Binske^®products, subject to an annual minimum royalty. No such gross revenue was generated as of September 30, 2019.
Vitiprints
In August 2019, the Company terminated the license agreement it had entered into in August 2018 for the use ~~develop, sublicense, promote, sell or otherwise commercialize in any way~~of a patented technology to produce and distribute cannabis products with ~~exceedingly~~ precise dosing and at increased ~~production~~ economies (“~~the Vitiprints License”~~Vitiprints”). The licensing agreement ~~has~~had an initial term of five years, ~~with an option to renew the agreement for successive five-year periods, provided that notice of renewal is delivered prior to the expiration of the initial term or a renewal term.~~
~~Pursuant to the agreement,~~and required the Company ~~made~~to make a non-refundable payment of $250,000 which ~~was~~the Company charged toCost of Revenuesin August 2018. In addition, the Company shall pay a royalty to Vitiprints equal to 10% of net revenue, as defined, received by the Company from commercialization of the Vitiprints License, with a minimum royalty payment of $250,000 due on the date of the first commercial sale of a licensed product. In order to maintain the exclusivity of the license, the Company shall make minimum royalty payments of (i) $500,000 for the year following the first sale date, as defined, (ii) $750,000 for the following year, and (iii) $1,000,000 for all remaining years during the initial or renewal terms.
19

NOTE 5 – DEFERRED RENTS RECEIVABLE

The Company is the lessor under ~~six~~several operating leases which contain rent holidays, escalating rents over time, options to renew, requirements to pay property taxes, insurance and/or maintenance costs, and contingent rental payments based on a percentage of monthly tenant revenues. The Company is not the lessor to any finance leases.

The Company recognizes fixed rental receipts from such lease agreements on a straight-line basis over the expected lease term. Differences between amounts received and amounts recognized are recorded underDeferred Rents Receivable on the balance sheet. Contingent rentals are recognized only after tenants’ revenues are finalized and if such revenues exceed certain minimum levels.

The Company leases the following owned properties:

● Delaware – a 45,000 square foot facility purchased in September 2016 and ~~built~~developed into a cannabis cultivation, processing, and dispensary facility which is leased to a cannabis-licensed client occupying 100% of the space under a 20-year triple net lease expiring in 2035.

● Illinois – two 3,400 square foot free-standing retail dispensaries in the cities of Anna and Harrisburg and leased to ~~two licensed cannabis dispensary clients~~the KPGs each under a 20-year lease expiring in 2036. With the acquisition of the KPGs approved in October 2019, as disclosed in Note 3 –Acquisitions, this lease will be eliminated upon the consolidation of the KPGs starting in the fourth quarter of calendar 2018. Accordingly, the rental receipts on such leases have been removed from the table of future minimum rental receipts below.

● Maryland – a 180,000 square foot former manufacturing facility purchased in January 2017 and ~~rehabilitated~~developed by the Company into a cultivation and processing facility which is leased to a licensed cannabis client under a ~~20-year~~ triple net lease ~~that started~~expiring in ~~January 2018.~~2037.

● Massachusetts – a 138,000 square foot industrial property of which approximately half of the available square footage is leased to a non-cannabis manufacturing company under a ~~five-year lease.~~lease expiring in 2022.

The Company subleases the following property:

● Delaware – 4,000 square feet of retail space in a multi-use building space which the Company developed into a cannabis dispensary which is subleased to its cannabis-licensed client under a under a ~~five-year~~ triple net lease expiring in 2021 with a five-year option to extend.

As of ~~March 31,~~September 30, 2019 and December 31, 2018, cumulative fixed rental receipts under such leases approximated ~~$6.4~~$8.5 million and $5.4 million, respectively, compared to revenue recognized on a straight-line basis of approximately ~~$8.5~~$10.5 million and $7.5 million. Accordingly, the deferred rents receivable balances at ~~March 31,~~September 30, 2019 and December 31, 2018 approximated $2.0 million and $2.1 million, ~~and at the end of both periods.~~respectively.

Future minimum rental receipts for non-cancelable leases and subleases as of ~~March 31,~~September 30, 2019 were:

2019 $ 3,101,253 $ 956,492
2020 4,222,040 3,896,550
2021 4,368,640 4,036,550
2022 4,293,999 3,959,709
2023 3,997,651 3,661,820
Thereafter 48,942,935 44,121,550
Total $ 68,926,518 $ 60,632,671

NOTE 6 – DUE FROM THIRD PARTIES

At ~~March 31,~~September 30, 2019 and December 31, 2018, the following amounts were advanced by the Company to its cannabis-licensed clients primarily for working capital purposes:

March 31,
2019
December 31, 2018 September 30, 2019 December 31, 2018
Kind Therapeutics USA Inc. (Maryland licensee) $ 1,437,902 $ 2,679,496 $ 1,367,385 $ 2,679,496
KPG of Anna LLC (Illinois licensee) 67,163 482,700 73,211 482,700
KPG of Harrisburg LLC (Illinois licensee) 57,032 449,385 79,295 449,385
Harvest Foundation LLC (Nevada licensee) 734,066 248,796 1,659,089 248,796
Total due from third parties $ 2,296,163 $ 3,860,377 $
3,178,980
$ 3,860,377

When a client is able to organically fund its ongoing operations, such client will issue a promissory note to the Company for the cumulative advances made up to that point, which will then be paid down monthly over a specified period of time. The Company has successfully employed this strategy in the past, and accordingly, in January 2019, KPG of Anna LLC and KPG of Harrisburg LLC issued promissory notes to the Company as further described inNote 7 –Notes Receivable.
20

NOTE 7 – NOTES RECEIVABLE

At ~~March 31,~~September 30, 2019 and December 31, 2018, notes receivable were comprised of the following:

March 31,
2019
December 31,
2018
September 30, 2019 December 31, 2018
First State Compassion Center $ 566,452 $ 578,723 $ 540,732 $ 578,722
Healer LLC 512,103 307,429 834,407 307,429
Atalo Holdings Inc. 999,948 -
KPG of Anna LLC 449,134 - 446,248 -
KPG of Harrisburg LLC 398,803 - 401,560 -
Maryland Health & Wellness Center Inc. 317,141 -
High Fidelity Inc. 252,843 -
Chooze Corp. - 257,687 - 257,687
Total notes receivable 2,236,592 1,143,839 3,792,879 1,143,838
Notes receivable, current portion 64,392 51,462 1,321,284 51,462
Notes receivable, less current portion $ 2,172,200 $ 1,092,377 $ 2,471,595 $ 1,092,376

The Company loaned approximately $700,000 to First State Compassion Center, its Delaware cannabis-licensee client, during the period offrom October 2015 to April 2016. In May 2016, this client issued a 10-year promissory note, as subsequently amended, to the Company bearing interest at a ~~compounded~~ rate of 12.5% per annum. The monthly payments of approximately $10,100 will continue through April 2026, at which time the note will ~~be fully paid down.~~become due. At ~~March 31,~~September 30, 2019 and December 31, 2018, the current portion of this note was approximately ~~$53,000~~$56,000 and $51,000, respectively, and is included in~~Note~~Notes Receivable, Current Portionon the respective balance sheets.

During the period from August to October 2018, the Company loaned $300,000 to Healer LLC (“Healer”), an entity that provides cannabis education, dosage programs, and products developed by Dr. Dustin Sulak, an integrative medicine physician and nationally renowned cannabis practitioner. In ~~January and February~~ 2019, the ~~company~~Company loaned Healer an additional ~~$200,000.~~$500,000. The loans bear interest at 6% per annum, with principal and interest payable on the maturity ~~date~~dates which isare three years from ~~issuance.~~the respective loan dates.
In May 2019, the Company extended loans aggregating $750,000 to Atalo Holdings Inc. (“Atalo”), an agriculture and biotechnology firm specializing in research, development, and production of industrial hemp and hemp-based CBD products. The loans bear interest at 6% per annum, with principal and interest payable on the earlier of April 3, 2020 or the date on which the Company acquires at least 25% of Atalo’s outstanding capital stock, in which case the principal and interest due shall be credited toward Company’s purchase price for such capital stock. In July 2019, the Company loaned an additional $230,000 to Atalo under the same terms as the initial loans.

In January 2019, KPG of Anna LLC and KPG of Harrisburg LLC each issued a promissory note to the Company in the approximate amount of ~~approximately~~ $451,000 and $405,000, respectively, representing the advances made by the Company to these entities through December 31, 2018. The notes bear interest at 12% per annum, with monthly principal and interest payments due through December 2038. At ~~March 31,~~September 30, 2019, the current portion of these notes approximated ~~$11,000~~$12,000 in the aggregate.

In January 2019, the Company entered into an agreement with Maryland Health & Wellness Center Inc. (“MHWC”), an entity that has been pre-approved by the state of Maryland for a cannabis dispensing license, to provide MHWC with a $300,000 construction loan in connection with the buildout of MHWC’s proposed dispensary. The Company also entered into a consulting services agreement to provide MHWC with advisory and oversight services over a three-year period relating to the development, administration, operation, and management of MHWC’s proposed dispensary in Maryland. The construction loan bears interest at 8% per annum, with principal and interest payable in January 2020, provided however, upon the two-year anniversary of final state approval of MHWC’s dispensing license, the Company shall have the right, subject to state approval, to convert the promissory note underlying the construction loan into a 20% ownership interest of MHWC. This conversion right of the Company shall terminate if the consulting services agreement is terminated.
21
In August 2019, The Company loaned $250,000 to High Fidelity Inc., a company that owns and operates two seed-to sale medical marijuana facilities in the state of Vermont, and produces its own line of CBD products. The loan bears interest at a rate of 10% per annum, with interest-only monthly payments through its maturity in February 2020.
During the period from May to October 2018, the Company loaned $250,000 to Chooze Corp. bearing interest at 8% per annum and maturing in 2021. In January 2019, the entire principal and accrued interest balance of approximately $258,000 was converted into a 2.7% ownership interest in Chooze.

NOTE 8 – ~~SEED INVENTORY~~INVENTORY/UNEARNED REVENUE FROM RELATED PARTY

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, MariMed Hemp ~~Inc. (“Mari-Hemp”), the Company’s wholly-owned subsidiary operating in the emerging global hemp market,~~ purchased ~~$3.25~~$21.6 million of hemp seeds ~~meeting~~for its wholesale hemp distribution business and to develop hemp-derived CBD products. The seeds meet the U.S. government’s definition of federally legal industrial hemp, which was descheduled as a controlled substance and classified as an agricultural commodity upon the signing of the 2018 U.S. Farm Bill. ~~Mari-Hemp intends to use the~~As previously disclosed in Note 1– Organization and Description of Business, as of September 30, 2019, MariMed Hemp sold a majority of these seeds to ~~conduct~~GenCanna, a ~~wholesale~~related party, at market value which generated $33.2 million of receipts. The Company provided GenCanna with extended payment terms through December 2019, to coincide with the completion of the seeds’ harvest, although the payment by GenCanna is not contingent upon the success of such harvest or its yield.
As required by the relevant accounting guidance, the Company classified the $33.2 million of billings to GenCanna as a receivable from a related party, with approximately $29,0 million recognized as revenue from a related party for the nine months ended September 30, 2019, and approximately $4.2 million recorded underUnearned Revenue From Related Party on the balance sheet. Upon payment of the receivable balance by GenCanna, the amount inUnearned Revenue From Related Partywill be recognized as revenue.
At September 30, 2019, inventory was comprised of $850,000 of hemp ~~distribution business~~seeds, and ~~to develop a hemp-derived~~approximately $681,000 of hemp oil extract and CBD products. At December 31, 2018, inventory was comprised of product ~~line.~~packaging and other collateral.

NOTE 9 – DEBENTURES RECEIVABLE

As detailed inNote 4 –Investments, the Company converted the GC Debentures into a 33.5% ownership interest in GenCanna in February 2019. Prior to conversion, the GC Debentures bore interest at a ~~compounded~~ rate of 9% per annum and had an original maturity date of three years from issuance. For the year ended December 31, 2018, the Company earned and received interest income of approximately $502,000 on the GC Debentures.
Among other provisions of the subscription agreement governing the GC Debentures, the Company agreed to fund a $10 million employee bonus pool should GenCanna meet certain 2019 operating targets, and the Company’s CEO was appointed as a director to GenCanna’s board. Additionally, pursuant to a rights agreement, the Company was granted certain rights including the rights of inspection, financial information, and participation in future security offerings of GenCanna.

NOTE 10 – PROPERTY AND EQUIPMENT

At ~~March 31,~~September 30, 2019 and December 31, 2018, property and equipment consisted of the following:

March 31,
2019
December 31,
2018
September 30, 2019 December 31, 2018
Land $ 3,392,710 $ 3,392,710 $ 3,392,710 $ 3,392,710
Buildings and building improvements 13,651,246 13,566,144 15,265,983 13,566,144
Tenant improvements 5,392,287 5,348,882 5,798,164 5,348,882
Furniture and fixtures 143,237 114,160 177,505 114,160
Machinery and equipment 1,872,681 1,632,351 2,544,346 1,632,351
Construction in progress 13,345,944 12,205,447 15,822,615 12,205,447
37,798,105 36,259,694 43,001,323 36,259,694
Less: accumulated depreciation (2,375,970 ) (2,159,830 ) (2,842,853 ) (2,159,830 )
Property and equipment, net $ 35,422,135 $ 34,099,864 $ 40,158,470 $ 34,099,864

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, additions to property and equipment were approximately ~~$1.5~~$6.7 million and ~~$1.3~~$5.7 million, respectively.

The 2018 additions were primarily comprised of (i) the buildout of properties in Hagerstown, MD, New Bedford, MA, and Middleborough, MA, and (ii) improvements to the Lewes, DE facility. The 2019 additions consisted primarily of (i) the commencement of construction in Milford, DE, (ii) the continued buildout of properties in Hagerstown, MD, New Bedford, MA, and Middleborough, ~~MA.~~MA, and (ii) improvements to the Wilmington, DE and Las Vegas, NV properties.

The December 31, 2018 construction in progress balance of approximately $12.2 million was primarily comprised of (i) New Bedford, MA building, improvements and machinery of approximately $9.8 million and (ii) Middleborough, MA building, improvements and fixtures of approximately ~~2.4~~$2.4 million. The additions to construction in progress during the ~~three~~nine months ended ~~March 31,~~September 30, 2019 of approximately ~~$1.1~~$3.6 million consisted of the continuing buildout and machinery for the New Bedford, MA and Middleborough, MA ~~properties.~~properties, and the commencement of construction in Milford, DE.

Depreciation expense for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018 was approximately ~~$218,000~~$698,000 and ~~$81,000,~~$254,000, respectively.
NOTE 11 – DEBT

Mortgages Payable
At September 30, 2019 and December 31, 2018, mortgage balances, including accrued but unpaid interest, were comprised of the following:
September 30, 2019 December 31, 2018
Bank of New England – Massachusetts property $ 4,851,665 $ 4,895,000
Bank of New England – Delaware property 1,707,942 1,791,736
DuQuoin State Bank – Illinois properties 835,035 850,076
Total mortgages payable 7,394,642 7,536,812
Mortgages payable, current portion (220,257 ) (188,231 )
Mortgages payable, less current portion $ 7,174,385 $ 7,348,581

In November 2017, the Company entered into a 10-year mortgage agreement with Bank of New England for the purchase of a 138,000 square foot industrial property in New Bedford, Massachusetts, within which the Company has built a 70,000 square foot cannabis cultivation and processing facility that is leased to ARL. This mortgage was personally guaranteed by the Company’s CEO and CFO. From the ~~start of the~~ mortgage date through May 2019, the Company iswas required to make monthly payments of interest-only at a rate equal to the ~~monthly~~ prime rate plus 2%, with a floor of 6.25%. per annum. From May 2019 to May 2024, the Company ~~shall~~is required to make principal and interest payments at a rate equal to the prime rate on May 2, 2019 plus 2%, with a floor of 6.25%. per annum. Principal and interest payments shall continue from May 2024 through the end of the lease at a rate equal to the prime rate on May 2, 2024 plus 2%, with a floor of 6.25%. per annum. The outstanding principal balance on this mortgage was approximately $4,852,000 and $4,895,000 on ~~both March 31,~~September 30, 2019 and December 31, 2018, respectively, of which approximately ~~$91,000~~$93,000 and $63,000, respectively, was current.

The Company maintains ~~another~~a second mortgage with Bank of New England, also personally guaranteed by the Company’s CEO and CFO, for the 2016 purchase of a 45,070 square foot building in Wilmington, Delaware which was developed into a cannabis seed-to-sale facility and is currently leased to the Company’s cannabis-licensed client in ~~the~~that state. The mortgage matures in 2031 with monthly principal and interest payments at a rate of 5.25% per annum through September 2021, and thereafter the rate adjusting every five years to the then prime rate plus 1.5% with a floor of 5.25%. per annum. At ~~March 31,~~September 30, 2019 and December 31, 2018, the outstanding principal balance on this mortgage was approximately ~~$1,767,000~~$1,708,000 and $1,792,000, respectively, of which approximately ~~$103,000~~$105,000 and ~~$102,000,~~$104,000, respectively, was current.

In May 2016, the Company entered into a mortgage agreement with DuQuoin State Bank (“DSB”) for the purchase of two properties ~~that it~~which the Company developed into two 3,400 square foot free-standing retail dispensaries that are currently leased to the KPGs. On May 5^th5th of each year, this mortgage is due to be repaid unless it is renewed for another year at a rate determined at the discretion of DSB’s executive committee. The ~~Company has been notified by DSB that the~~ mortgage ~~will be~~was renewed in May ~~2019.~~2019 at a rate of 8.5% per annum. At ~~March 31,~~September 30, 2019 and December 31, 2018, the outstanding principal balance on this mortgage was approximately ~~$845,000~~$835,000 and $850,000, respectively, of which approximately $23,000 and $24,000, respectively, was ~~current at the end of both periods.~~current.

~~Promissory~~ Notes Payable
In June 2019, MariMed Hemp issued a $10 million secured promissory note to an unaffiliated party (the “$10M Note”). On the maturity date in January 2020, or earlier at MariMed Hemp’s discretion, the principal balance shall be repaid plus a payment of $1.5 million. At September 30, 2019, the pro-rata portion of such payment, based on the term of the $10M Note, approximated $573,000 and was charged to interest expense. The $10M Note is secured by the Company’s right, title, and interest in certain property relative to the seed sale transactions with GenCanna, previously disclosed in Note 1– Organization and Description of Business. The $10M Note imposes certain covenants on the borrower, all of which were complied with as of September 30, 2019.

As part of the $10M Note transaction, the Company issued three-year warrants to purchase 375,000 shares of common stock at an exercise price of $4.50 per share to the holder of the $10M Note. The fair value of these warrants on the issuance date of approximately $601,000 was recorded as a discount to the $10M Note. Approximately $294,000 of the warrant discount was amortized to interest expense through September 30, 2019. Accordingly, the carrying value of the $10M Note approximated $9.69 million at September 30, 2019.
In April 2019, MariMed Hemp issued a $1 million secured promissory note to an unaffiliated party maturing in December 2019. The note is secured by the collateral assignment of certain receivables from GenCanna (the “Secured Receivables”) and certain obligations of GenCanna to MariMed Hemp arising from the seed sale transactions previously disclosed in Note 1– Organization and Description of Business. The principal balance plus a payment of $180,000 shall be due in full on the earlier of the maturity date or three business days after MariMed Hemp’s receipt of payment by GenCanna of the Secured Receivables. Such payment date can be extended by the noteholder for an additional three months with proper notice, and if extended, the noteholder shall receive an additional payment of $30,000. At September 30, 2019, the pro-rata portion, based on the term of the note, of the $180,000 payment approximated $64,000 and was charged to interest expense. MariMed Hemp can elect to repay the note in whole or in part without penalty, provided the noteholder is given proper notice and MariMed Hemp is not in default of the note agreement. Upon such election, the entire payment of $180,000 shall be deemed earned by and due to the noteholder.
In March 2019, the Company raised $6 million ~~from~~through the issuance of a secured promissory note to an unaffiliated party maturing in December 2019 and bearing interest at the rate of 13% per annum ~~with interest payable monthly.~~(the “$6M Note”). Such note is secured by the collateral assignment of certain receivables from and obligations of GenCanna to MariMed Hemp arising from the seed sale transactions previously disclosed in Note 1– Organization and Description of Business. The Company may elect to prepay the note in whole or part without penalty upon three business days’ notice and with payment of all interest through the maturity date. The Company may extend the maturity date by up to three months upon thirty days’ notice prior to the maturity date with an extension fee payment to the note holder of $300,000. At ~~March 31,~~September 30, 2019, ~~the carrying value of~~ this note ~~was~~has a principal balance of $6 ~~million.~~million and accrued interest of approximately $424,000.

In September 2018, the Company raised $3 million from the issuance of a secured promissory note to the same unaffiliated party of the $6M Note bearing interest at the rate of 10% per annum, with interest payable ~~monthly.~~monthly through maturity in March 2020. The ~~note is due and payable in September 2019, however the~~ Company may elect to prepay the note in whole or part at any time after December 17, 2018 without premium or ~~penalty.~~penalty provided the noteholder is given proper notice and the Company is not in default of the note agreement. The note can be extended for an additional six months with proper notice, with the interest rate increasing to 12% per annum during the extension period. The note is secured by the Company’s property in Maryland. The Company issued three-year warrants, which were attached to this promissory note, to the lender’s designees to purchase 750,000 shares of the Company’s common stock at an exercise price of $1.80 per share. The Company recorded a discount on the note of approximately $1,511,000 from the allocation of note proceeds to the warrants based on the fair value of such warrants on the issuance date. Approximately $882,000 of the warrant discount was amortized to interest expense during 2018, and the remaining $629,000 was amortized during ~~the three months ended March 31,~~ 2019. The carrying value of this note was $3 million at ~~March 31,~~September 30, 2019 and approximately $2.37 million, net of remaining warrant discount of $629,000, at December 31, 2018.

During 2018, holders of previously issued promissory notes with principal balances of $1,075,000 converted such promissory notes into 1,568,375 shares of common stock at conversion prices ranging from $0.65 to $0.90 per share. The conversions resulted in the recording of non-cash losses of approximately $829,000 in the aggregate, based on the market value of the common stock on the conversion dates. No ~~such~~ conversions occurred during the ~~three~~nine months ended ~~March 31, 2019~~September 30, 2019.

During 2018, the Company issued 2,596,313 shares of its common stock and subscriptions on ~~79,136~~1,310,196 shares of its common stock to retire promissory notes with principal balances of $7,495,000 and approximately $95,000 of accrued interest. The Company recorded non-cash losses of approximately $2.5 million based on the fair value of the common stock on the retirement dates. No ~~such~~ retirements were made during the ~~three~~nine months ended ~~March 31,~~September 30, 2019.

During 2018, the Company repaid $700,000 of promissory notes. No repayments of ~~debt~~promissory notes occurred during the ~~three~~nine months ended ~~March 31,~~September 30, 2019.

The aggregate scheduled maturities of the Company’s total debt outstanding, inclusive of the promissory notes and mortgages described within thisNote 11 –Debt, and the convertible debentures described in the followingNote 12–Debentures Payable,, as of ~~March 31,~~September 30, 2019 were:

2019 $ 8,439,091
2020 14,343,484
2021 10,262,710
2022 280,830
2023 300,248
Thereafter 6,248,279
Total 39,874,642
Less discounts (5,528,985 )
$ 34,345,657
2019 $ 11,643,995
2020 8,570,954
2021 5,235,827
2022 251,543
2023 268,338
Thereafter 5,544,225
Total 31,514,882
Less discounts (9,833,000 )
$ 21,681,882
24

NOTE 12 – DEBENTURES PAYABLE

In October and November 2018, pursuant to a securities purchase agreement (the “SPA”), the Company sold an aggregate of $10,000,000 of convertible debentures bearing interest at the rate of 6% per annum that mature two years from issuance, with a 1% issue discount, to an accredited investor, resulting in net proceeds to the Company of $9,900,000 (the “$10M Debentures”).

The holder of the $10M Debentures (the “Holder”) has the right at any time to convert all or a portion of the $10M Debenture, along with accrued and unpaid interest, into the Company’s common stock at conversion prices equal to 80% of a calculated average, as determined in accordance with the terms of the $10M Debentures, of the daily volume-weighted price during the ten consecutive trading days preceding the date of conversion. Notwithstanding this conversion right, the Holder shall limit conversions in any given month to certain agreed-upon values based on the conversion price, and the Holder shall also be limited from beneficially owning more than 4.99% of the Company’s outstanding common stock (potentially further limiting the Holder’s conversion right).

The Company shall have the right to redeem all or a portion of the $10M Debentures, along with accrued and unpaid interest, at a 10% premium, provided however that the Company first provide advance written notice to the Holder of its intention to make a redemption, with the Holder allowed to affect ~~one or more~~certain conversions of the $10M Debentures during such notice period.

Upon a change in control transaction, as defined in the $10M Debentures, the Holder may require the Company to redeem all or a portion of the $10M Debentures at a price equal to 110% of the outstanding principal amount of the $10M Debentures, plus all accrued and unpaid interest thereon. So long as the $10M Debentures are outstanding, in the event the Company enters into a Variable Rate Transaction (“VRT”), as defined in the SPA, the Holder may cause the Company to revise the terms of the $10M Debentures to match the terms of the convertible security ofissued in such VRT. ~~As part of~~
In conjunction with the issuance of the $10M ~~Debenture,~~Debentures, the Company issued ~~three-year~~two warrants to the Holder to purchase ~~324,675~~142,857 and 181,818 shares of the Company’s common stock at exercise prices of $3.50 and $5.50 per share, respectively, and expiring three years from issuance (the ~~“Warrants”~~“Initial Warrants”). The fair value of the Initial Warrants of approximately $1,057,000 was recorded as a discount to the carrying amount of the $10M Debentures.

Pursuant to the terms of a registration rights agreement with the Holder, entered into concurrently with the SPA and the $10M Debentures, the Company agreed to provide the Holder with ~~customary~~certain registration rights with respect to any potential shares issued pursuant to the terms of the SPA, the $10M Debentures, and the Warrants.

Subsequent to ~~the consummation of~~entering into the SPA and related agreements, the Company and the Holder executed an addendum to the SPA whereby the Holder agreed to that it would not undertake a conversion of all or a portion of the $10M Debentures that would require the Company to issue more shares than the amount of available authorized shares at the time of conversion, which amount of authorized shares shall not be less than the current authorized number of 500 million shares of common stock. Such addendum eliminated the requirement to bifurcate and account for the conversion feature of the $10M Debentures as a derivative.

Based on the conversion prices of the $10M Debentures in relation to the market value of the Company’s common stock, the $10M Debentures provided the Holder with a beneficial conversion feature, as the embedded conversion option was in-the-money on the commitment date. The intrinsic value of the beneficial conversion feature of approximately ~~$5.6 million~~$5,570,000 was recorded as a discount to the carrying amount of the $10M Debentures, with an offset to additional paid-in-capital.

In ~~addition~~May 2019, the Company sold to the Holder an additional $5,000,000 of convertible debentures bearing interest at the rate of 6% per annum that mature two years from issuance, with a 1% issue discount, ~~related~~resulting in net proceeds to the Company of $4,950,000, and (the “$5M Debentures”). In each of June and August 2019, the Company sold to the Holder an additional $2,500,000 of convertible debentures, totaling $5,000,000, that mature two years from issuance, with a 7% issue discount, resulting in aggregate net proceeds to the Company of $4,650,000 (the “Two $2.5M Debentures,” and together with the $5M Debentures, the “Additional $10M Debentures”).
The terms of the Additional $10M Debentures are consistent with the terms of the $10M Debentures, except that (i) no interest shall accrue on the Two $2.5M Debentures, (ii) the issue discount on the Two $2.5M Debentures is 7%, compared to 1% on the $10M Debentures and the $5M Debentures, and (iii) other small variations, most notably a cap on the conversion price. The SPA, registration rights agreement, and addendum to the SPA were all amended and restated to incorporate the Additional $10M Debentures.
As part of issuance of the Additional $10M Debentures, the Company issued three-year warrants to the Holder to purchase 550,000 and 300,000 shares of common stock exercise prices of $3.00 and $5.00 per share, respectively (the “Additional Warrants”). The fair value of the Additional Warrants of approximately $1,148,000 was recorded as a discount to the carrying amount of the Additional $10M Debentures.
Based on the conversion prices of the Additional $10M Debentures in relation to the market value of the Company’s common stock, the Additional $10M Debentures provided the Holder with a beneficial conversion feature, as the embedded conversion option was in-the-money on the commitment date. The aggregate intrinsic value of the beneficial conversion feature ~~an additional discount~~ of approximately ~~$1.057 million~~$4,235,000 was recorded ~~based on the allocation of proceeds~~as a discount to the ~~fair value~~carrying amount of the ~~Warrants attached~~Additional $10M Debentures, with an offset to ~~the debt.~~additional paid-in-capital.

In November and December 2018, the Holder converted, in two separate transactions, an aggregate of $1,400,000 of principal and approximately $36,000 of accrued interest into 524,360 shares of common stock at conversion prices of $2.23 and $3.04 per share. In January 2019, the Holder converted, in three separate transactions, an aggregate of $600,000 of principal and approximately $97,000 of accrued interest into 233,194 shares of common stock at conversion prices ranging from $2.90 ~~and~~to $3.06 per ~~share~~share. In April and June 2019, the Holder converted, in four separate transactions, an aggregate of $1,750,000 of principal and approximately $181,000 of accrued interest into 923,185 shares of common stock at conversion prices ranging from $1.74 to $2.74 per share.In July, the Holder converted, in two separate transactions, an aggregate of $2,750,000 of principal and approximately $17,000 of accrued interest into 2,435,144 shares of common stock at conversion prices of $1.08 and $1.70 per share. In September 2019, the Holder converted $2,400,000 of principal and approximately $64,000 of accrued interest into subscriptions on 3,206,816 shares of common stock at a conversion price of $0.77 per share.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, amortization of the beneficial conversion ~~feature,~~features, after adjustment for the conversions, approximated ~~$757,000;~~$4,646,000; amortization of the discounts from the Initial Warrants ~~discount~~and Additional Warrants (together, the “Total Warrants”) approximated ~~$131,000;~~$913,000; and the amortization of original issue ~~discount~~discounts approximated ~~$12,000.~~$107,000. This amortization was charged to interest expense. Additionally, accrued interest expense ~~on the notes~~ for such period approximated ~~$123,000 of which approximately $88,000 was paid prior to the end of the period.~~$421,000.

At ~~March 31,~~September 30, 2019, the aggregate outstanding principal balance on the $10M Debentures and the Additional $10M Debentures (together, the “$20M Debentures”) was ~~$8 million.~~$11,100,000. Also on such date, the unamortized balances of the beneficial conversion feature, the Total Warrants discount, and original issue ~~discount~~discounts were approximately ~~$3,290,000, $836,000,~~$3,637,000, $1,201,000, and ~~$79,000,~~$66,000, respectively. Accordingly, at ~~December 31, 2018,~~September 30, 2019, the carrying value of the ~~$10M~~$20M Debentures was approximately ~~$3,795,000.~~
$5,878,000.

At December 31, 2018, the outstanding principal balance on the $10M Debentures was ~~$8.6 million.~~$8,600,000. Also on such date, the unamortized balances of the beneficial conversion feature, Initial Warrants discount, and original issue ~~discount~~discounts were approximately ~~$4.1 million,~~$4,048,000, $966,000, and $91,000, respectively, and accrued and unpaid interest was approximately $62,000. Accordingly, at December 31, 2018, the carrying value of the $10M Debentures was approximately ~~$3.6 million.~~$3,557,000.
25

NOTE 13 – EQUITY

Preferred Stock
In January 2018, all 500,000 shares of subscribed Series A convertible preferred stock then outstanding were converted into 970,988 shares of common stock at a conversion price of $0.55 per share. The Company recorded a non-cash loss on conversion of approximately $34,000 based on the market value of the common stock on the conversion date.
The Series A convertible preferred stock accrues an annual dividend of 6% until conversion. The preferred stock is convertible, along with any accrued dividends, into common stock at a twenty-five percent discount to the selling price of the common stock in a qualified offering, as defined in the subscription agreement. In addition, the Company has the ability to force the conversion of preferred stock at such time the Company has a market capitalization in excess of $50 million for ten consecutive trading days. In such event, the conversion price shall be a 25% discount to the average closing price of the Company’s common stock over the ten trading days prior to the Company’s notice of its intent to convert.
Common Stock
During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, the Company sold 799,995 shares of common stock at a price of $3.25 per share, resulting in total proceeds of $2.6 million. During the same period in ~~2017,~~2018, the Company sold ~~1,200,000~~10,111,578 shares of common stock, at ~~a price of~~prices ranging from $0.50 to $1.30 per share, resulting in total proceeds of ~~$600,000.~~approximately $8.5 million.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, the Company issued 97,136 and 1,000,000 common shares, respectively, associated with previously issued subscriptions on common stock with a value of approximately ~~$169,000. No such issuances occurred during the same period in 2018.~~$169,000 and $370,000, respectively.

During the ~~three~~nine months ended ~~March 31,2018,~~September 30, 2018, the Company issued ~~295,000~~1,313,901 common shares in exchange for services rendered by third-parties or to otherwise settle outstanding obligations. Based on the market value of the common stock on the dates of issuance, the Company recorded non-cash losses on these settlements of approximately ~~$204,000.~~$959,000. Also during such period, the Company issued 1,679,486 common shares to retire $1,175,000 of promissory notes. Based on the market value of the stock on the retirement dates, the Company recorded non-cash losses of approximately $918,000. No ~~such issuances~~common shares were ~~made~~issued during the same period in ~~2019.~~
2019 to settle obligations or retire promissory notes.

In August 2019, the Company granted 108,820 shares of common stock to employees at weighted average price of $1.78, or an aggregate value of approximately $194,000.
As previously disclosed in Note 3– Acquisitions, the Company issued 1,000,000 shares of common stock to the owners of Harvest.
As previously disclosed in Note 4– Investments, the Company issued 500,000 shares of common stock to purchase a minority interest in Terrace.
As previously disclosed in Note 12 –Debentures Payable, ~~in January~~during the nine months ended September 30, 2019, the ~~Holder~~holder of the ~~$10M~~$20M Debentures converted ~~$600,000~~$7,500,000 of principal and approximately ~~$97,000~~$359,000 of accrued interest into ~~233,194~~3,591,523 shares of common stock and subscriptions on 3,206,816 shares of common stock.

As further disclosed inNote 14–Stock Options, during the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, ~~260,015~~417,352 and ~~300,000~~602,000 shares of common stock, respectively, were issued in connection with the exercise of stock options.

As further disclosed inNote 15–Warrants, during the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, warrants to purchase ~~22,000~~686,104 and ~~89,614~~2,057,462 shares of common stock were exercised.

Common Stock ~~Subscribed But Not Issued~~Issuance Obligations
At September 30, 2019, the Company was obligated to issue (i) 2,644,456 shares of common stock, valued at approximately $414,000, in connection with the exercise of stock options, (ii) 3,206,816 shares of common stock, valued at approximately $2,464,000, with respect to the September 2019 conversion of a portion of the $20M Debentures, as previously disclosed in Note 12– Debentures Payable, and (iii) 752,260 shares of common stock, valued at $2,080,000, as part of the purchase price of MediTaurus, as previously disclosed in Note 3– Acquisitions. These shares are expected to be issued in the fourth quarter of 2019.
At December 31, 2018, ~~there were outstanding subscriptions on~~the Company was obligated to issue: (a) 79,136 shares of common stock, valued at approximately $95,000, related to the settlement of a previously issued promissory note with a principal balance of $50,000 and accrued interest of ~~$1,454. These subscriptions had a value of approximately $95,000 based on the market value of the common stock on the settlement date. Also outstanding on such date were subscriptions on~~$1,454; and (b) 18,000 shares of common stock, ~~equivalent to an aggregate amount of~~valued at approximately $74,000, for the payment of rent for a leased property in Massachusetts for the months of September 2018 through January ~~2019 for a leased property in Massachusetts. The~~2019. Such shares ~~of common stock associated with all outstanding subscriptions at December 31, 2018~~ were subsequently issued in ~~March~~the first quarter of 2019.

~~During the three months ended March 31,~~Amended and Restated 2018 ~~the Company issued subscriptions on 1,319,432 shares of common stock, at prices of $0.65~~Stock Award and ~~$0.95 per share, resulting in total proceeds of $875,000. No subscriptions on common stock were issued during the same period in 2019.~~Incentive Plan
In ~~February~~August 2019, the Company’s board of directors approved the Amended and Restated 2018 two promissory notes totaling $975,000 were converted into subscriptions on 1,346,153 shares of common stock. Based on the market value of the common stock on the conversion dates, the Company recorded a non-cash loss on these conversions of approximately $652,000. No such conversions occurred in 2019.
During the three months ended March 31, 2018, the Company issued subscriptions on 738,462 shares of common stock to settle an outstanding obligation. The Company recorded a non-cash loss of approximately $459,000Stock Award and Incentive Plan (the “Incentive Plan”), based on the ~~market value~~board’s belief that awards authorized under the Incentive Plan provide incentives for the achievement of important performance objectives and promote the long-term success of the ~~common~~Company. In September 2019, the Incentive Plan was approved by the stockholders at the Company’s annual stock-holders meeting.
The 2018 Plan is an omnibus plan, authorizing a variety of equity award types as well as cash and long-term incentive awards. The Incentive Plan amends and restates the Company’s 2018 Stock Award and Incentive Plan (the “Original Plan”), which was approved by the board of directors in July 2018 but never presented to stockholders for approval. Any grants made under the Original Plan prior to the approval date of the Incentive Plan shall continue to be governed by the terms of the Original Plan.
The Incentive Plan authorizes a broad range of awards, including stock options, stock appreciation rights, restricted stock, deferred stock, dividend equivalents, performance shares, cash-based performance awards, and other stock-based awards. Such awards can be granted to employees, non-employee directors and other persons who provide substantial services to the Company and its affiliates. Nothing in the Incentive Plan precludes the payment of other compensation to officers and employees, including bonuses based upon performance, outside of the Incentive Plan.
An aggregate of 40,000,000 shares are reserved for delivery to participants, and may be used for any type of award under the Incentive Plan. Shares actually delivered in connection with an award will be counted against such number of reserved shares. Shares will remain available for new awards if an award under the Incentive Plan expires, is forfeited, canceled, or otherwise terminated without delivery of shares or is settled in cash. Each award under the Incentive Plan is subject to the Company’s claw back policy in effect at the time of grant of the award.
The board of directors may amend, suspend, discontinue, or terminate the Incentive Plan or the authority to grant awards thereunder without stockholder approval, except as required by law or regulation or under rules of the stock exchange, if any, on which the ~~settlement date. No such settlements were made in 2018.~~Company’s stock may then be listed. Unless earlier terminated, grants under the Incentive Plan will terminate ten years after stockholder approval of the Incentive Plan, and the Incentive Plan will terminate when no shares remain available and the Company has no further obligation with respect to any outstanding award.
27

NOTE 14 – STOCK OPTIONS

During the ~~three~~nine months ended ~~March 31, 2018,~~September 30, 2019, the Company granted options to purchase ~~1.45 million~~900,000 shares of common stock, expiring four and five years from their grant dates, with exercise prices ranging from $0.99 to $1.95 per share.During the ~~Company’s board members~~same period in 2018, the Company granted five-year options to purchase 2,300,000 shares of common stock at exercise prices ranging from $0.14 to $2.65 per share.
The fair values of the aforementioned options granted in 2019 and 2018 of approximately $876,000 and $2,102,000, respectively, are being amortized over their vesting periods, of which approximately $101,000 and $1,743,000 was amortized at September 30, 2019 and 2018, respectively.
During the nine months ended September 30, 2019, options to purchase 3,585,000 shares of common stock were exercised at exercise prices ranging from $0.08 to $0.77 ~~vesting over~~per share. At September 30, 2019 , 2,644,456 shares of common stock related to these exercises had yet to be issued by the Company as previously disclosed in Note 13– Equity under the section entitledCommon Stock Issuance Obligations.Accordingly, such shares were reflected withinCommon Stock Subscribed But Not Issued on the September 30, 2019 balance sheet. Of the options exercised in 2019, 2,285,000 were exercised on a ~~six-month period,~~cashless basis with the exercise prices paid via the surrender of 523,192 shares of common stock.
During the nine months ended September 30, 2018, options to purchase 700,000 shares of common stock were exercised at exercise prices ranging from $0.08 to $0.63 per share. Of the options exercised in 2018, 400,000 were exercised on a cashless basis with the exercise price paid via the surrender of 98,000 shares of common stock.
During the nine months ended September 30, 2019 and ~~expiring between December 2020~~2018, options to purchase 80,000 and ~~December 2022.~~300,000, respectively, were forfeited, resulting in a reduction of amortization of approximately $170,000 in 2019, and zero in 2018.
Stock options outstanding and exercisable as of September 30, 2019 were:
Exercise Price Shares Under Option Remaining
per Share Outstanding Exercisable Life in Years
$ 0.080 100,000 100,000 0.22
$ 0.130 200,000 200,000 0.75
$ 0.140 100,000 100,000 0.25
$ 0.140 550,000 550,000 1.25
$ 0.330 50,000 50,000 1.44
$ 0.450 125,000 125,000 2.01
$ 0.630 300,000 300,000 2.25
$ 0.770 200,000 200,000 3.25
$ 0.900 50,000 50,000 3.62
$ 0.950 50,000 10,000 3.25
$
0.992

300,000
-
4.99

$ 1.350 100,000 - 3.83
$ 1.950 500,000 - 3.75
$ 2.320 220,000 100,000 3.95
$ 2.450 2,000,000 2,000,000 3.23
$ 2.500 100,000 50,000 3.91
$ 2.650 200,000 150,000 3.99
$ 2.850 75,000 18,750 3.20
$ 2.850 100,000 25,000 4.20
$ 3.000 25,000 12,500 4.21
$ 3.725 200,000 50,000 4.19
5,545,000 4,091,250
28
NOTE 15 – WARRANTS
During the nine months ended September 30, 2019, in conjunction with the Additional $10M Debentures previously disclosed in Note 12– Debentures Payable, the Company issued three-year warrants to purchase 550,000 and 300,000 shares of its common stock at exercise prices of $3.00 and $5.00 per share, respectively. The fair value of these ~~options on grant date~~warrants at issuance approximated $1,148,000, with approximately $187,000 of ~~approximately $458,000 was~~this amount amortized to interest expense during the period and the remainder to be amortized over the ~~vesting periods,~~two-year term of the Additional $10M Debentures.
Also during this period, the Company issued three-year warrants to purchase 375,000 shares of common stock at an exercise price of $4.50 per share as part of the $10M Note transaction previously disclosed in Note 11– Debt. The fair value of these warrants at issuance approximated $601,000, with approximately ~~$366,000 incurred~~$294,000 of this amount amortized to interest expense during the period and the remainder to be amortized by the January 2020 maturity date of the $10M Note.
In July 2018, the Company issued stand-alone warrants to purchase 125,000 shares of common that expire three years from issuance. The warrants have an exercise price of $1.71 per share, and a fair value of approximately $139,000 which was charged to expense on the issuance date.
During the nine months ended ~~March 31, 2018. No~~September 30, 2018, the Company issued warrants to purchase 7,209,974 shares of common stock ~~options~~at exercise prices ranging from $0.20 to $4.30 per share. Of these warrants, (i) 1,000,000 warrants were ~~granted~~issued in ~~2019.~~
exchange for services previously rendered to the Company, with expiration dates of three and five years from issuance, at a fair value of approximately $1,354,000 which was charged to compensation expense during the period, (ii) 987,500 three-year warrants were issued in conjunction with promissory notes, at a fair value of approximately $1,710,000 which was charged to interest expense during the period, and (iii) 5,222,474 warrants were issued as part of the sale of common stock, expiring three and five years from issuance, at a fair value at issuance of approximately $8.4 million which was charged toAdditional Paid-In Capital.

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and ~~31, options~~2018, warrants to purchase ~~400,000~~686,104 and ~~300,000~~2,057,462 shares of common stock, respectively, were exercised at exercise prices ranging from ~~$0.08~~$0.12 to ~~$0.77~~$1.75 per share in 2019 and ~~$0.13~~$0.10 to $0.50 per share in 2018. ~~Of the options exercised in 2019, 350,000 were cashless exercises, with the exercise price paid via the surrender of 139,985 shares of common stock.~~

~~During the three months ended March 31, 2018, options to purchase 300,000 were forfeited. There were no forfeitures in 2019~~
~~Stock options outstanding and exercisable as of March 31, 2019 were:~~
Exercise Price Shares Under Option Remaining
per Share Outstanding Exercisable Life in Years
$ 0.080 100,000 100,000 0.72
$ 0.130 200,000 200,000 1.25
$ 0.140 100,000 100,000 1.75
$ 0.140 550,000 550,000 1.76
$ 0.150 1,000,000 1,000,000 0.50
$ 0.250 1,000,000 1,000,000 0.50
$ 0.330 50,000 50,000 1.94
$ 0.350 1,000,000 1,000,000 0.50
$ 0.450 190,000 190,000 2.51
$ 0.550 100,000 100,000 1.50
$ 0.550 20,000 20,000 1.77
$ 0.630 300,000 300,000 2.76
$ 0.770 200,000 200,000 3.76
$ 0.900 050,000 50,000 4.12
$ 0.950 50,000 10,000 3.76
$ 2.320 300,000 60,000 4.45
$ 2.450 2,000,000 2,000,000 3.73
$ 2.500 100,000 25,000 4.41
$ 2.650 200,000 50,000 4.49
$ 2.850 75,000 - 3.70
$ 2.850 100,000 - 4.70
$ 3.000 25,000 - 4.72
$ 3.725 200,000 - 4.70
7,9100,000 7,005,000
~~NOTE 15 – WARRANTS~~
During the three months ended March 31, 2018, the Company issued five-year warrants to purchase 200,000 shares of common stock at an exercise price of $1.15 per share. The entire fair value of these warrants on the issuance date of approximately $206,000 was amortized during the period. No warrants were issued during the three months ended March 31, 2019.
~~During the three months ended March 31,~~At September 30, 2019 and 2018, warrants to purchase ~~22,000~~11,270,107 and ~~89,614 shares of common stock, respectively, were exercised at exercise prices ranging from $0.50 to $0.90 per share in 2019 and $0.20 to $0.40 per share in 2018.~~
~~At March 31, 2019 and 2018, warrants to purchase 10,584,211 and 4,355,697~~9,397,823 shares of common stock, respectively, were outstanding at exercise prices ranging from ~~$0.12~~$0.15 to $5.50 per share in 2019 and ~~$0.10~~$0.12 to ~~$1.15~~$4.30 per share in 2018.

NOTE 16 – REVENUES

For the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, the Company’s revenues were comprised of the following major categories:

Three months ended March 31,
2019 2018
Real estate $ 1,666,563 $ 1,023,220
Management 425,648 352,742
Supply procurement 1,146,033 626,924
Licensing 258,553 80,064
Other 19,018 -

Total revenues $ 3,515,815 $ 2,082,950
Nine months ended September 30,
2019 2018
Real estate $ 5,250,084 $ 4,570,194
Management 1,963,205 1,156,547
Supply procurement 2,830,555 2,045,467
Licensing 1,230,366 529,268
Product sales 60,839 -
Product sales to related party 29,029,249 -
Other 47,893 110,382
Total revenues $ 40,412,191 $ 8,411,858

~~Revenue~~For the nine months ended September 30, 2019, revenue from three clients represented 95% of total revenues. One of these clients was GenCanna, a related party, with whom the Company conducted the seed sale transactions previously disclosed in Note 1– Organization and Description of Business. The amount underProduct Sales To Related Party shown in the table above represents the total revenues from these transactions with GenCanna through September 30, 2019. Excluding the revenues from GenCanna, two clients represented 82% ~~and 78%~~of revenues during this period.
For the nine months ended September 30, 2018, these same two clients comprised 72% of total ~~revenues for three months ended March 31, 2019 and 2018, respectively.~~revenues.
29

NOTE 17 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2019, the Company entered into several hemp seed sale transactions with GenCanna, a related party, whereby the Company acquired large quantities of top-grade feminized hemp seeds with proven genetics at volume discounts that it sold to GenCanna at market rates. As previously disclosed in Note 1– Organization and Description of Business, the Company classified the $33.2 million due from GenCanna as a receivable from a related party, with approximately $29.0 million recognized as revenue from a related party for the nine months ended September 30, 2019, and approximately $4.2M recorded underUnearned Revenue From Related Partyon the balance sheet. Upon payment of the receivable balance by GenCanna, the amount inUnearned Revenue From Related Partywill be recognized as revenue.
As disclosed inNote 311–~~Acquisitions~~ Debt, the ~~current~~Company’s two mortgages with Bank of New England are personally guaranteed by the Company’s CEO and ~~CFO of~~CFO.
In September 2019, the Company ~~were part~~granted five-year options to purchase 100,000 shares of the ownership group from whom Sigal Consulting LLC was acquired in May 2014. The 49% ownership in the Company’s subsidiary, MariMed Advisors Inc., which this ownership group acquired as part of the purchase price, was acquired by the Company from this ownership group in June 2017 in exchange for 75 million sharescommon stock to each of the Company’s ~~common stock.~~
~~In October 2017,~~three independent board members at an exercise price of $0.99. The aggregate fair value of these options of approximately $191,000 is being amortized over the ~~Company acquired certain assets~~six-month vesting period, of ~~the Betty’s Eddies™ brand of cannabis-infused products, as disclosed in~~~~Note 3~~ –~~Acquisitions~~~~, from a company that is minority-owned by the Company’s chief operating officer.~~
which approximately $92,000 was amortized at September 30, 2019.

In January 2018, the Company granted options to purchase 1.45 million shares of common stock to the Company’s board members at exercise prices ranging from $0.14 to $0.77 and expiring between December 2020 and December 2022. The aggregate fair value of these options ~~on grant date~~ of approximately ~~$458,000~~$480,000 was fully amortized ~~over the six-month vesting period.~~by June 30, 2018.

During the nine months ended September 30, 2019 and 2018, options to purchase 350,000 and 400,000 shares of common stock, respectively, were exercised by board members on a cashless basis with the exercise prices paid via the surrender of 139,985 shares of common stock in 2019 and 98,000 shares of common stock in 2018.
In January 2018, options to purchase 200,000 shares of common stock were forfeited by two board members. No options were forfeited by board members in 2019.
The Company’s current corporate offices are leased from a company owned by a related party under a 10-year lease that commenced August 2018 and contains a five-year extension option. Previous to this lease, the Company’s former corporate offices were also leased from a company owned by a related party. For the ~~three~~nine months ended ~~March 31,~~September 30, 2019 and 2018, expenses incurred under these leases approximated ~~$34,000~~$117,000 and ~~$6,000,~~$16,000, respectively.

The outstandingDue To Related Partiesbalances at ~~March 31,~~September 30, 2019 and December 31, 2018 of approximately ~~$220,000~~$416,000 and $276,000, respectively, were comprised of amounts owed of approximately (i) $100,000 and $81,000, ~~in both periods~~respectively, to the Company’s CEO and CFO, (ii) ~~$79,000~~$256,000 and $135,000, respectively, to two companies partially owned by these officers, and (iii) $60,000 in both periods to two ~~shareholders~~stockholders of the Company. Such amounts owed are not subject to repayment ~~schedules and are expected to be repaid during 2019.~~schedules.
The outstandingDue From Related Partiesbalance at ~~March 31, 2019 and~~ December 31, 2018 of approximately $120,000 ~~and $121,000~~ was comprised of an advance of to a company partially owned by the Company’s CEO and CFO. This amount ~~is expected to be repaid in 2019.~~was entirely offset by advances from such related parties. At September 30, 2019, there were no amounts due from related parties.

26 30

NOTE 18 –COMMITMENTS AND CONTINGENCIES

Lease Commitments
The Company is the lessee under five operating leases and ~~one~~four finance ~~lease.~~leases. These leases contain rent holidays and customary escalations of lease payments for the type of facilities being leased. The Company recognizes rent expense on a straight-line basis over the expected lease term, including cancelable option periods which the Company fully expects to exercise. Certain leases require the payment of property taxes, insurance and/or maintenance costs in addition to the rent payments.

The details of the Company’s operating lease agreements are as follows:

● Delaware – 4,000 square feet of retail space in a multi-use building under a five-year lease that commenced in October 2016 and contains a five-year option to extend the term. The Company developed the space into a cannabis dispensary which is subleased to its cannabis-licensed client.

● Delaware – a 100,000 square foot warehouse leased in March 2019 that the Company intends to construct into a cultivation and processing facility to be subleased to the same Delaware client. The lease term is 10 years, with an option to extend the term for three additional five-year periods.

● Nevada – 10,000 square feet of an industrial building that the Company has built-out into a cannabis cultivation facility and plans to rent to its cannabis-licensed client under a sub-lease which will be coterminous with this lease expiring in 2024.

● Massachusetts – 10,000 square feet of office space which the Company utilizes as its corporate offices under a 10-year lease with a related party expiring in 2028, ~~which contain a 5-year extension option.~~with an option to extend the term for an additional five-year period.

● Maryland – a 2,700 square foot 2-unit apartment under a lease that expires in July 2020 with an option to renew for a two-year term.

The Company leases machinery and office equipment under a finance ~~lease~~leases that ~~expires~~expire in February 2022 through June 2024 with such ~~term~~terms being a major part of the economic useful life of the ~~machinery.~~leased property.

The components of lease expense for the ~~three~~nine months ended ~~March 31,~~September 30, 2019 were as follows:
Operating lease cost $ 93,015
Finance lease cost:
Amortization of right-of-use assets $ 2,053
Interest on lease liabilities 420
Total finance lease cost $ 2,473
Operating lease cost $ 585,940
Finance lease cost:
Amortization of right-of-use assets $ 14,914
Interest on lease liabilities 4,188
Total finance lease cost $ 19,102

The weighted average remaining lease term for operating leases is ~~9.9~~9.5 years, and for the finance lease is ~~3.3~~3.9 years. The weighted average discount rate used to determine the right-of-use assets and lease liabilities was 7.5% for all leases.

Future minimum lease payments as of ~~March 31,~~September 30, 2019 under all non-cancelable operating leases having an initial or remaining term of more than one year were:

Operating
Leases

Finance
Lease

2019 $ 141,156 $ 9,603
2020 917,444 38,412
2021 1,008,227 38,412
2022 949,535 27,123
2023 910,166 23,201
Thereafter 5,139,851 3,229
Total lease payments 9,066,379 $ 139,980
Less: imputed interest (2,727,246 ) (18,778 )
$ 6,339,133 $ 121,202

Operating
Leases

Finance
Lease

2019 $ 320,069 $ 9,496
2020 917,444 12,661
2021 1,008,227 12,661
2022 949,935 1,371
2023 910,166 -
Thereafter 5,139,851 -
Total lease payments 9,245,292 $ 36,189
Less: imputed interest (2,963,703 ) (3,708 )
$ 6,281,589 $ 32,481
Terminated Employment Agreement

An employment agreement which commenced in 2012 with Thomas Kidrin, the former CEO of the Company, that provided ~~this individual~~Mr. Kidrin with salary, car allowances, stock options, life insurance, and other employee benefits, was terminated by the Company in 2017.
~~The~~ At September 30, 2019 and December 31, 2018, the Company maintained an accrual of approximately $1,043,000 ~~at March 31, 2019 and December 31, 2018~~ for any amounts that may be owed under this agreement, although the Company contends that such agreement is not ~~valid.~~valid and no amount is due.
In July 2019, Mr. Kidrin, also a former director of the Company, filed a complaint in the Massachusetts Superior Court, that alleges the Company failed to pay all wages owed to him and breached the employment agreement, and requests multiple damages, attorney fees, costs, and interest. The Company has moved to dismiss certain counts of the complaint and has asserted counterclaims against Mr. Kidrin alleging breach of contract, breach of fiduciary duty, money had and received, and unjust enrichment. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend this matter and prosecute its counterclaims.
Maryland Acquisition
As previously disclosed in Note 3– Acquisitions, the sellers of Kind have attempted to renegotiate the terms of the MOU, alleging that the MOU is not an enforceable agreement, despite the MOU containing all the definitive material terms with respect to the acquisition transaction and confirming the management and lease agreements. The Company engaged with the sellers in a good faith attempt to reach updated terms acceptable to both parties, but the non-reciprocation of the sellers resulted in an impasse. Additionally, both parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings. For further information, see Note 19– Subsequent Events.
31

NOTE 19 – SUBSEQUENT EVENTS

~~Debentures Payable Conversion~~
~~In April~~On October 1, 2019, the ~~Holder~~Illinois Department of Financial & Professional Regulation approved the Company’s acquisition of the ~~$10M Debentures converted $500,000~~KPGs and Mari-IL. Effective on such date, (i) the purchase price of ~~principal and approximately $70,000 of accrued interest into 211,015~~1,000,000 shares of the Company’s common stock ~~at conversion prices~~was paid to the selling parties, and (ii) the KPGs and Mari-IL became wholly-owned subsidiaries of ~~$2.67 and $2.74 per share.~~the Company to be consolidated into the Company’s financial statements.

~~Debt Issuance~~
~~In May~~During the month of October 2019, the Company sold an additional $5,000,000 of convertible debentures bearing interest at the rate of 6% per annum that mature two years from issuance, with a 1% issue discount, resulting in net proceeds to the Company of $4,950,000 (the “$5M Debentures”).
~~The $5M Debentures were sold to the Holder of the $10M Debentures. The terms of the $5M Debentures are consistent with the terms of the $10M Debentures as described in~~~~Note 12 – Debentures Payable~~~~, with small variations, most notably a cap on the conversion price. The Company also~~ issued three-year warrants to ~~the Holder to~~ purchase ~~400,000~~300,000 shares of common stock at an exercise price of ~~$4.00~~$1.37 per share for services rendered. Also during this month, the Company granted to employees for services (i) 24,074 shares of common stock, and (ii) five-year options to purchase 500,000 shares of common stock at an exercise price of $0.71 per share.

~~Seed Inventory Purchases~~In October 2019, the Company closed on the purchase of a 9,000 square foot building in Annapolis, MD. The purchase price of approximately $1.7 million was paid with the proceeds from a $2.0 million promissory note issued by the Company to an unaffiliated third party and secured by the property. The note, which matures in January 2020, provides the payee with origination fees aggregating 5% of the principal, and bears interest at the rate of 2% per month commencing 90 days from the start of the note. The Company intends to develop the property into a medical marijuana dispensary to be leased to Kind.

On November 13, 2019, Kind commenced an action in the Circuit Court for Washington County, MD against the Company alleging, inter alia, breach of contract, breach of fiduciary duty and unjust enrichment, and seeking a declaratory judgment, injunctive relief, an accounting and damages in excess of $75,000. On November 15, 2019, the Company filed counterclaims against Kind and, as plaintiffs, the Company commenced an action against the Kind sellers alleging breach of contract with respect to the MOU and the management agreement, unjust enrichment, promissory estoppel/detrimental reliance, and fraud in the inducement. The Company seeks a declaratory judgement that the MOU is an enforceable contract, specific performance of such contact, and the establishment of a constructive trust for the Company’s benefit.
Both parties brought motions for a temporary restraining order and a preliminary injunction. On November 21, 2019, the Court denied both parties’ motion for a temporary restraining order. In ~~April 2019, Mari-Hemp purchased an additional $3.5 million~~its opinion, the Court specifically noted that, contrary to Kind’s allegations, the management agreement and lease “appear to be independent, valid and enforceable contracts.” Currently, each party’s preliminary injunction motion is pending before the Court. The Company believes that its claims for breach of ~~industrial hemp seeds for wholesale hemp distribution~~contract with respect to the MOU and ~~hemp-derived CBD product development.~~the management agreement, unjust enrichment, promissory estoppel/detrimental reliance, and fraud in the inducement are meritorious and that Kind’s claims against the Company are without merit. The Company intends to aggressively prosecute and defend the action.

28 32

Item 2. Management’s Discussions and Analysis of Financial Condition and Results of Operations

Forward Looking Statements

When used in this form 10-Q and in future filings by the Company with the Commission, the words or phrases such as “anticipate,” “believe,” “could,” “should,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward looking statements, each of which speak only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The Company has no obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different. These factors include, but are not limited to, changes that may occur to general economic and business conditions; changes in current pricing levels that we can charge for our services or which we pay to our suppliers and business partners; changes in political, social and economic conditions in the jurisdictions in which we operate; changes to laws and regulations that pertain to our products and operations; and increased competition.

The following discussion should be read in conjunction with the unaudited financial statements and related notes which are included under Item 1.1 of this report.

We do not undertake to update our forward-looking statements or risk factors to reflect future events or circumstances.

Overview

General

MariMed Inc. (“we”, “our”, “us”, “MariMed”, or the “Company”) is a leader in the ~~emerging~~ legal cannabis and hemp industries. During 2018, the Company made a strategic decision to transition from a professional management and advisory company that provides cannabis licensing, operational consulting, and real estate services, to a direct owner of cannabis licenses and operator of seed-to-sale operations.
The Company’s stock is quoted on the ~~OTCQB~~OTCQX market under the ticker symbol, MRMD.

We are industry experts in the development, operation, management and optimization of cannabis cultivation, production and dispensing facilities. These facilities, located in multiple states, are leased to our clients who are entities that have been awarded legal and medical marijuana licenses by multiple states.
The Company currently provides ongoing management oversight or real estate services to five independent operations in five states – Delaware, Illinois, Maryland, Nevada, and Rhode Island. In Massachusetts the Company successfully converted its cannabis-licensed client, from a non-profit entity to a for-profit corporation with the Company as the sole shareholder, as described in further detail below.
Since entering the cannabis industry, ~~the Company has~~we have demonstrated an excellent track record in managing state-of-the-art, regulatory-compliant facilities for the cultivation, production, and dispensing of legal cannabis and cannabis-infused products. We provide industry-leading expertise and consultative services in all aspects of cannabis licensing procurement, including ongoing management oversight or real estate services to five independent operations in five states – Delaware, Illinois, Maryland, Nevada and Massachusetts.

We are industry experts in the development, operation, management and optimization of cannabis cultivation, production, and dispensing facilities. Such facilities, located in multiple states, are leased to the Company’s clients in the emerging cannabis industry. Our team acquiresacquire land and/or real estate for the purpose of developing state-of-the-art, regulatory-compliant legal cannabis facilities. These facilities are designed to be models of excellence in horticultural principals, cannabis production, product development and dispensary operations. ~~These facilities are leased to the Company’s clients who are entities that have been awarded legal and medical marijuana licenses from multiple states.~~ Along with ~~this~~ operational oversight, ~~the Company provides its~~we provide our clients with legal, accounting, human resources, and other corporate and administrative services.

~~The Company also provides industry leading expertise and consultative services in all aspects of cannabis licensing procurement. To date, the Company has~~We have secured, on behalf of ~~its~~our clients, 1112 cannabis licenses across ~~five states—~~six states — two in Delaware, two in Illinois, one in Nevada, one in Rhode Island, three in Maryland and three in Massachusetts. ~~Accordingly, we~~We have client operating facilities ~~open~~that are opened or under development in the cities of Wilmington, Lewes, and Milford in Delaware; the cities of Anna and Harrisburg in Illinois; Clark county in Nevada; Arundel county and the city of Hagerstown in Maryland; and the cities of New Bedford ~~Norwood~~ and Middleborough in Massachusetts. In total, we have developed in excess of 300,000 square feet of seed-to-sale cannabis facilities.
~~It is~~In 2018, we began a transition from being a management and advisory firm that provides cannabis licensing, operational consulting and real estate services, to being primarily a direct owner of cannabis licenses and operator of seed-to-sale operations, dedicated to the ~~Company’s~~improvement of health and wellness through the use of cannabinoids and cannabis products. We have implemented a plan to ~~ultimately~~ consolidate the ownership of ~~the five remaining~~our client operating entities under the MariMed banner. ~~The Company has started~~
To date, the ~~consolidation process which is at~~acquisitions of clients in Massachusetts and Illinois have been completed, with the remaining clients under contract and in various stages of completion, ~~due~~as discussed below. Our acquisition efforts are subject to ~~the respective state~~each particular state’s laws governing cannabis license ~~ownership.~~ownership, and accordingly, there is no assurance that we will be successful in fully implementing our plan. Once the consolidation is completed, ~~the Company~~we will own, manage and operate cultivation, manufacturing and retail dispensary operations in ~~these~~six states. Moreover, ~~the Company plans~~we plan to leverage ~~its~~our success ofin providing management oversight in these markets to expand into other states, while focusing on regulatory compliance, efficiency and product performance.
Recognizing the emergence of the global hemp market following the enactment of the 2018 U.S. Farm Bill, in late 2018 ~~the Company~~we purchased $30 million of subordinated secured convertible debentures (the “GC Debentures”) from GenCanna Global USA, Inc., a leading producer and distributor of ~~agricultural~~industrial hemp, ~~cannabidiol (“CBD”)~~CBD formulations, and hemp genetics (“GenCanna”). In February 2019, ~~the Company~~we converted the GC Debentures, plus accrued interest, ~~through the conversion date~~ into a 33.5% ownership interest in GenCanna on a fully diluted basis. Additionally, the Company established a ~~wholly-owned~~wholly owned subsidiary, MariMed Hemp Inc., in January 2019 to market and distribute hemp-derived CBD products across several vertical markets.
~~In addition, the Company has~~We have also developed precision-dosed ~~cannabis-infused~~cannabis- and hemp-infused products designed for specific medical conditions and related symptoms. These products are licensed under Company-owned brands such as Kalm Fusion™, Betty’s Eddies™, ~~and~~ Nature’s Heritage™ and Florance™, in the form of dissolvable strips, tablets, powders, microwaveable popcorn, fruit chews, and with more varieties in development. The Company also sublicenses several top brands including Lucid Mood™ disposable vape pens, ~~Vitiprints™ printable dissolvable discs,~~ and DabTabs™ revolutionary vaporization tablets infused with cannabis ~~concentrates. The Company plans~~concentrates, the Binske® line of cannabis products made from premium artisan ingredients, and the clinically tested medicinal cannabis strains developed in Israel by Tikun Olam™. We plan to continue licensing the best brands and products in the industry for distribution through ~~its~~our owned and ~~client-leased dispensaries, as well as to other licensed producers in thousands of~~client owned dispensaries across the country.

Over ~~its~~our short history, ~~the Company has~~we have developed an excellent reputation for strong management in the cannabis industry. As a management company, ~~MariMed’s~~our clients have thrived and succeeded in their respective markets. ~~The Company’s~~Our goal is to continue this success as ~~it transitions~~we transition from a manager and advisor to an owner of cannabis licenses and an operator of cannabis businesses. ~~The Company’s~~Our strengths can be summarized as follows:

34
Professional Management
We have had considerable success writing award-winning applications for clients applying for licenses in new and established legal cannabis states; creating and developing defined business, operating and security plans; sourcing real estate for cannabis facilities in receptive municipalities; and raising capital to purchase and develop facilities. These skills are important as ~~the Company expands its~~we expand our footprint into new states on a direct ownership basis.

Development of State-of-the-Art Cannabis Facilities and Operations

We have constructed numerous cannabis cultivation, production, and dispensary facilities in several states utilizing and developing industry “best practices” in all of our facilities, and our clients’ seed-to-sale operations in multiple states are examples of operational excellence under our proven management processes and practices.

Cannabis Brand Creation

We have developed unique brands of precision-dosed cannabis-infused products which are currently licensed and distributed in cannabis-legal states. Going forward, ~~the Company intends~~we intend to continue expanding both ~~its~~our brand portfolio and the licensing of ~~its~~our branded products into additional cannabis-legal states.

Investment in Hemp Production, Branding, and Distribution

Our direct ownership in GenCanna, which we believe will become one of the largest hemp producers in the United States by the year 2020, will help ensure ~~the Company has~~we have access to a safe and reliable source of hemp-based CBD. The market for hemp-based CBD products is expected to grow significantly over the next several ~~years;~~years.
With the creation of the wholly-owned subsidiary MariMed Hemp in early 2019, we have started to make inroads into the branding and distribution of hemp-derived CBD products. With our acquisition in February 2019 of MediTaurus and its Florance™ brand, we are starting to leverage the GenCanna relationship and grow the revenue base for hemp-derived CBD products.

Technological and Scientific Innovation

We are diligent in identifying and reviewing the latest sciences and processes applicable to the cultivation, distillation, production, packaging, securing, and distribution of cannabis and cannabis-infused products. We have obtained the highest quality cannabis strains and genetics. We are at the leading edge of patient education and physician outreach for cannabis, and we seek strategic relationships with companies that are at the forefront of extraction and distillation.

Consolidation Plans

~~The Company’s strategic shift~~Ourstrategic plan involves the acquisition of the business operations and licenses of entities to which ~~the Company provides~~we provide advisory and real estate services. The following is an overview of the consolidation process:
Massachusetts

~~The Company successfully~~
Wesuccessfully converted ARL Healthcare Inc. (“ARL”), ~~its~~our cannabis-licensed client, from a non-profit entity to a for-profit corporation ~~with the Company as~~of which we are the sole shareholder. ~~The Company~~We now ~~owns~~own ARL and its cannabis licenses for cannabis cultivation, production and dispensing, ~~with rights for up~~and as a licensee, we will have priority to ~~nine statewide locations in both~~obtain incremental licenses as they are made available by the ~~medical and adult-use programs. The Company has recently~~state.
Werecently completed construction of a 70,000 square foot state-of-the-art cultivation and production facility for ARL in New Bedford within ~~the Company’s~~our 138,000 square foot facility purchased in 2017. ~~ARL’s manufactured cannabis products will be sold to licensed dispensaries throughout the state serving both the medical and adult-use markets.~~
~~The Company~~We also ~~owns~~own a 22,700 square foot building in Middleborough in which we developed a 10,000 square foot ~~dispensary is planned~~dispensary. Both locations have been approved by the state to ~~be open for business~~commence full operations in ~~May~~December 2019. Furthermore, ~~the Company intends~~subject to regulatory approval, we intend to open two more dispensaries in the Boston area ~~in 2019.~~by the end of 2020.

35
Maryland

In December 2018, ~~the~~ ~~Company~~we entered into a memorandum of understanding (“MOU”) to acquire Kind Therapeutics USA Inc. (“Kind”), ~~its~~our cannabis-licensed client that holds licenses for the cultivation, production, and dispensing of medical cannabis. The ~~parties are finalizing~~MOU provides for a ~~merger document~~total purchase price of $6.3 million in cash, 2,500,000 shares of our common stock, and other consideration. The acquisition is subject to ~~effectuate the transaction which is conditioned on~~ the approval by the Maryland Medical Cannabis Commission, which isapproval was not expected prior to ~~occur~~October 2020.
Also in ~~October 2019. Until then,~~December 2018, MariMed Advisors Inc, our wholly owned subsidiary, and Kind entered into a management agreement pursuant to which we provide Kind with comprehensive management services in connection with the ~~Company will continue to provide management~~business and ~~operational advisory services to~~operations of Kind, ~~whose operations are conducted within~~and Mari Holdings MD LLC, our majority-owned subsidiary, entered into a ~~100,000~~20-year lease with Kind for its utilization of the Company’s 180,000 square foot cultivation and ~~manufacturing~~production facility ~~within a Company-owed 180,000 square foot industrial building~~ in Hagerstown. The large production capacity of this facility will enable the Company to take full advantage of a robust Maryland market consisting of over 100 planned dispensaries, most of which are not attached to a specific cultivator.Hagerstown, MD. Additionally, ~~the Company has contracted to purchase~~in October 2019, we purchased a 9,000 square foot building in Anne Arundel County for the development of a dispensary ~~currently scheduled~~which would be leased to ~~open~~Kind.
Recently, the sellers of Kind have attempted to renegotiate the terms of the MOU. Even though the MOU contains all the definitive material terms with respect to the acquisition transaction and confirms the management and lease agreements, the selling parties now allege that the MOU is not an enforceable agreement. We engaged with the sellers in ~~late 2019.~~good faith in an attempt to reach updated terms acceptable to both parties, however the sellers failed to reciprocate in good faith, resulting in an impasse. Incrementally, both parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings. For further information, see Part II, Item 1.Legal Proceedings in this report.

Illinois

InIn October ~~2018,~~2019, the ~~Company entered into a purchase agreement to acquire~~Illinois Department of Financial & Professional Regulation approved our acquisition of the ownership interests of KPG of Anna LLC and KPG of Harrisburg LLC, the Company’s two cannabis-licensed clients that operate Company-built and owned medical marijuana dispensaries in the state of Illinois (both entities collectively, the “KPGs”)~~, from the current ownership group of the KPGs.~~. As part of this transaction, we also acquired the ~~Company will also acquire this ownership group’s~~selling parties’ interests in Mari Holdings IL LLC, ~~the Company’s~~our subsidiary which owns the real estate in which the KPGs’ dispensaries are located. ~~The Company is currently awaiting approval for this transaction from~~Effective October 1, 2019, 100% of the ~~state, which is expected to~~operations of these entities will be ~~received in the near future.~~consolidated into our financial statements. Additionally, the state is in the process of legalizing adult-use cannabis ~~and~~which we believe will permit ~~the Company~~us to expand into two additional locations when such legalization occurs.

Nevada

In November 2018, ~~the Company contracted~~we issued a letter of intent to acquire 100% of the ownership interests of The Harvest Foundation LLC, ~~the Company’s~~our cannabis-licensed client in the state of Nevada (“Harvest”). In August 2019, the parties entered into a purchase agreement governing the transaction. The acquisition is conditioned upon the approval of the state cannabis commission which is ~~in process.~~pending. Harvest holds both medical and adult-use cannabis licenses, and operates in approximately 10,000 square feet of an industrial building that ~~the Company leases~~we lease and ~~has~~have built out into a cannabis cultivation facility. We are currently awaiting state approval of the transaction which we expect to receive by the end of the year.

Delaware
Delaware currently is a not-for-profit state with regard to the ownership of cannabis licenses. ~~The Company provides~~We provide comprehensive management and real estate services to First State Compassion Center (“FSCC”), ~~the Company’s~~our cannabis-licensed client which was awarded Delaware’s first ever seed-to-sale medical cannabis license and owns two out of the four statewide licenses.

FSCC operates out of ~~a Company-owned~~our 47,000 square foot seed-to-sale facility in Wilmington, and a ~~Company-leased~~ 4,000 square foot retail location in ~~Lewes. The Company~~Lewes that we lease. We has recently signed a lease with an option to purchase a 100,000 square foot building in Milford, with plans to build another cultivation and production facility to serve the state’s growing patient count.

The state is expected to allow “for-profit” ownership of cannabis licenses in the near future, at which time ~~the Company~~we will ~~look~~seek to acquire FSCC and obtain ownership of the licenses and ~~operations~~operations.
Rhode Island
Rhode Island currently is a not-for-profit state with regard to the ownership of cannabis licenses. ~~The Company is~~We are in continuing negotiations to purchase the real estate which is leased to ~~its~~our cannabis-licensed client, the Thomas C. Slater Compassion Center (“Slater”), and to acquire, subject to state approval, the management company that oversees Slater’s operations. ~~After~~The entity that owns the real estate and the management company are both partially owned by the Company’s CEO and CFO. If these transactions are completed, ~~the Company~~we will generate real estate and management fees until the state allows “for-profit” ownership, which is expected to occur in 2020. At that time, ~~the Company~~we will seek to acquire Slater’s cannabis licenses and operations.
36

New Operations – Completed Transactions & Current Activities

GenCanna Global Inc.

In late 2018, ~~the Company~~we purchased the GC Debentures from GenCanna. In February 2019, ~~the Company~~we converted the GC Debentures plus accrued interest through the conversion date into common shares of GenCanna representing a 33.5% ownership interest in GenCanna on a fully diluted basis, and our CEO, Robert Fireman, was appointed to GenCanna’s board of directors.

In December 2018, the 2018 U.S. Farm Bill (the “Farm Bill”) became law in the United States. Under the Farm Bill, industrial and commercial hemp is no longer classified as a Schedule I controlled substance, and explicitly allows interstate hemp commerce which will enable its legal transport and delivery across state lines.

GenCanna, based in Winchester, Kentucky, focuses on growing hemp with superior genetics and creating hemp-based products in accordance with the highest quality standards such as GMP (Good Manufacturing Practices) to ensure that wholesalers and consumers receive a consistent high-quality product to meet their wellness needs. GenCanna has also become a thought leader in the hemp industry, working closely with federal and local governmental regulatory authorities.

~~During~~In 2019 GenCanna has expanded acreage of hemp farming and production of compliant CBD oils, isolates, and infused products, making it one of the ~~2018 growing season, GenCanna had nearly 1,000 acres under contract and expects to increase that number significantly~~largest producers of these products in ~~2019 in order to meet~~ the growing demand for hemp-derived CBD. GenCanna is currently undertaking a major facility expansion in Kentucky in order to accommodate the rapid increase in production from the considerable increase in hemp acreage.country.

MariMed Hemp

To ~~optimize~~leverage its investment in GenCanna, ~~the Company~~we established MariMed Hemp Inc. in January 2019, a wholly-owned subsidiary to develop, market, and distribute hemp-based CBD brands and products to different classes of retailers and direct to ~~provide hemp producers with bulk quantities of hemp~~consumers. In addition, MariMed Hemp will be developing and acquiring top quality genetics and ~~biomass. This entity is expected~~biomass to ~~offer a unique product line of high-quality hemp-based CBD wellness products eligible for distribution in all 50 states~~resell to growers and reach a new customer base outside of the licensed-cannabis channel. This expansion into hemp-based CBD products reflects a growing consumer appetite for overall health and wellness products, and specifically those products which are CBD-based.processors.

The rapid growth of legal cannabis and hemp-derived CBD markets presents a global paradigm shift and challenges to medical professionals and consumers who seek scientific knowledge and research regarding medical cannabis and hemp. Accordingly, in addition to the aforementioned objectives, one of MariMed Hemp’s priorities will be to provide credible research-based information about the health benefits of cannabis and hemp to medical providers and their patients, many of whom express a strong and growing appetite for knowledge on this topic. Armed with this knowledge, such healthcare professionals and consumers will be able to effectively and safely choose from a broad, and potentially confusing, range of cannabis products.

As part of ~~its~~our education initiative, ~~the Company is~~we are assembling a Scientific Advisory Board (the “SAB”), that includes some of the world’s leading scientists and researchers focused on the scientific application of cannabis and hemp for health and wellness. The SAB’s goals will include the development of strategies to address the most widespread and debilitating medical and dietary conditions through the utilization of cannabis- and hemp-based therapies.

~~Meditaurus~~MediTaurus

To facilitate our drive for greater science and education, ~~the Company entered into an agreement~~we acquired MediTaurus LLC in ~~February 2019 to acquire a 70% interest in Meditaurus LLC. Meditaurus~~June 2019. MediTaurus was established by Dr. Jokubas Ziburkas a leading authority on hemp-based CBD and the endocannabinoid system. Dr. Ziburkas holds a PhD in Neuroscience, and currently serves as Associate Professor of Neuroscience at the University of Houston, where his research is focused on cannabinoid actions in the brain and novel treatments for neurological disorders. He has published over 20 peer-reviewed articles and book chapters, and is regarded as a thought leader in the global cannabis industry.

~~Meditaurus~~ MediTaurushas developed proprietary formulations for hemp-derived CBD, and currently operates in Lithuania and Texas. Its~~Florance~~ Florance™ brand, recently launched in Germany, is marketed globally ~~on their~~through the MediTaurus website. ~~This transaction includes the commitment of~~Additionally, Dr. Ziburkas ~~to become~~has been named the Chief Innovation Officer of MariMed, and towill assist MariMed Hemp ~~Inc.~~ in the marketing and distribution of~~Florance~~ Florance™ and newly-developed products throughout the United States and Europe.

Pipeline Transactions

MariMed is actively pursuing other growth opportunities to expand its asset portfolio in the ~~medical~~hemp and ~~adult-use~~ cannabis industries. ~~While~~At this time, there is no assurance ~~can be given~~ that any of these opportunities will ~~materialize, the Company is currently in various stages of dialog to invest in or acquire several domestic and foreign entities, along with such entities’ licenses, brands and operations.~~materialize.

~~We are not disclosing the details of these pipeline transactions in order to maintain confidentiality. We will disclose such transactions when they are consummated.~~
37

Corporate History

The Company was originally incorporated in the state of Delaware in January 2011 as a wholly-owned subsidiary of Worlds Inc. (formerly Worlds.com Inc.) under the name Worlds Online Inc. In May 2011, Worlds Inc. ~~commenced the spin-off~~spun-off of the Company ~~which was consummated after Securities and Exchange Commission (“SEC”) review in May 2012.~~
~~The Company’s initial ticker symbol was WORX, and since~~to its stockholders. At its inception, the Company ~~has~~ operated an online ~~portal that offers multi-user~~ virtual environments towhich did not gain traction with users. Over time, however, this business model declined, and consequently it has had insignificant operating activity since 2014. All of the underlying patents as well as the Company’s license agreement from Worlds Inc. with respect thereto have expired, and we do not expect to be engaged in this business.

In early 2014, the Company transitioned its operational focus to the emerging cannabis ~~industry. In order to quickly gain traction into this new space, in May 2014, the Company, through~~industry and made its ~~wholly-owned subsidiary MariMed Advisors Inc., acquired Sigal Consulting LLC (“Sigal”),~~first acquisition of a ~~company operating in the~~ cannabis ~~industry.~~
The purchase price paid to the former owners of Sigal consisted of (i) an aggregate amount of the Company’s common stock equal to 50% of the outstanding shares on the closing date of September 29, 2014, (ii) options to purchase three million shares of the Company’s common stock, exercisable over five years with exercise prices ranging from $0.15 to $0.35, and (iii) a 49% ownership interest in MariMed Advisors Inc.business.

During the first half of calendar 2017, the Company changed its name to MariMed Inc. and its ticker symbol to MRMD. Also during this ~~time,~~period, the number of authorized shares of the Company’s common and preferred stock were increased to 500 million and 50 million, ~~respectively, and the Company purchased the remaining 49% interest in MariMed Advisors Inc. in exchange for 75 million shares of common stock.~~respectively.

In July 2017, Robert Fireman was named as the Company’s CEO and President, and Jon R. Levine as the CFO, Treasurer, and Secretary.

In October 2017, the Company acquired the intellectual property, formulations, recipes, proprietary equipment, know-how, and other certain assets of the Betty’s Eddies™ brand of cannabis-infused fruit chews.

In ~~May~~April 2018, the Company acquired iRollie LLC, a manufacturer of branded cannabis products and accessories for consumers, and custom product and packaging for companies in the cannabis industry.

In July 2018, the Company entered into a purchase agreement to acquire AgriMed Industries of PA LLC (“AgriMed”), an entity that holds a Pennsylvania license for the cultivation of cannabis and cannabis products that can be wholesaled to medical marijuana dispensaries within the state. In February 2019, the Company filed a complaint against AgriMed for specific performance of their obligations under the purchase agreement. The parties are currently in discussions to resolve this matter.
In August 2018, the Company purchased a 23% ownership interest in CVP Worldwide LLC d/b/a Sprout, an entity that provides a customer relationship management and marketing platform, branded under the name Sprout, specifically designed for companies in the cannabis industry.
InDuring the period from August to October 2018, the Company ~~obtained~~loaned $300,000 to Healer LLC, an entity that provides cannabis education, dosage programs, and products developed by Dr. Dustin Sulak, an integrative medicine physician and nationally renowned cannabis practitioner. In 2019, the exclusive worldwide license from Vitiprints LLC to sublicense, use, develop, promote, sell or otherwise commercialize in any way a proprietary technology that produces precision-dosed cannabis products at multiple combinations of cannabinoids, terpenes, and nutrients, into a paper-thin, low-calorie, fast-absorbing product that is delivered sublingually, transdermally, or by drinking when dissolved in liquid, all at scale and at exceedingly reduced cost.Company loaned Healer an additional $500,000.

During the period September 2018 to November 2018, in a series of investments, the Company purchased an aggregate of $30 million of subordinated secured convertible debentures of GenCanna. In February 2019, the Company converted the debentures plus accrued interest through the conversion date into a 33.5% equity interest on a fully diluted basis.

In October 2018, the Company entered into a purchase agreement to acquire KPG of Anna LLC and KPG of Harrisburg LLC, the Company’s two cannabis-licensed clients that operate medical marijuana dispensaries in the state of Illinois (both entities collectively, the “KPGs”)~~. As part of this transaction,~~, and the ~~Company will also acquire the remaining minority~~KPGs’ owners’ interests ofin Mari Holdings IL LLC, the Company’s subsidiary that owns the real estate where the KPGs’ two dispensaries are ~~located, from~~located. On October 1, 2019, the ~~KPGs’ current ownership group. The parties are currently awaiting state approval~~Illinois Department of Financial & Professional Regulation approved the Company’s acquisition of the ~~transaction which is expected to be received in April 2019.~~KPGs and Mari-IL. As of such date, the KPGs and Mari-IL are wholly-owned subsidiaries of the Company.

In October 2018, the Company’s cannabis-licensed client in Massachusetts, ARL Healthcare Inc. (“ARL”), filed a plan of entity conversion with the state to convert from a non-profit entity to a for-profit corporation, with the Company as the sole shareholder of the for-profit corporation. ARL holds three cannabis licenses from the state of Massachusetts for the cultivation, production and dispensing of cannabis. In November 2018, the Company received written confirmation of state approval of the conversion plan from the state, making ARL a wholly-owned subsidiary of the Company.

In November 2018, the Company ~~entered into an agreement~~issued a letter of intent to acquire The Harvest Foundation LLC, the Company’s client awarded a cannabis license for cultivation in the state of Nevada. In August 2019, the parties entered into a purchase agreement governing the transaction. The acquisition is conditional upon state approval, which is expected to occur ~~in May 2019.~~by the end of the year.

In December 2018, the Company made a $500,000 investment in Iconic Ventures Inc. which has developed DabTabs™, a revolutionary product that consists of a convenient portable tablet that delivers precise dosing and acts as a storage system for full spectrum cannabinoid vaporization. Additionally, the Company secured the exclusive distribution rights for six states and is in the process of beginning distribution in the state of Maryland.

In December 2018, the Company executed a memorandum of understanding (“MOU”) to ~~merge with~~acquire Kind Therapeutics USA Inc. (“Kind”), its ~~cannabis-licensed~~ client in the state of Maryland ~~Kind Therapeutics LLC. A merger agreement~~that holds licenses for the cultivation, production, and dispensing of medical cannabis. The MOU provides for a total purchase price of $6.3 million in cash, 2,500,000 shares of the Company’s common stock, and other consideration. The transaction is ~~currently being drafted for this transaction, which is intended~~subject to ~~qualify as a tax-deferred reorganization under~~ the ~~Internal Revenue Code. The parties expect the merger agreement to be finalized, and the transaction approved~~approval by the ~~state legislature~~Maryland Medical Cannabis Commission, which approval was not expected prior to October 2020. Recently, the sellers of Kind have attempted to renegotiate the terms of the MOU. Even though the MOU contains all the definitive material terms with respect to the acquisition transaction and confirms certain management and lease agreements, the selling parties now allege that the MOU is not an enforceable agreement. The Company engaged with the sellers in ~~2019.~~good faith in an attempt to reach updated terms acceptable to both parties, however the sellers failed to reciprocate in good faith, resulting in an impasse. Incrementally, both parties through counsel further sought to resolve the impasse, however such initiative resulted in both parties commencing legal proceedings. For further information, see Part II, Item 1.Legal Proceedings in this report.

In January 2019, the Company entered into an agreement with Maryland Health & Wellness Center Inc. (“MHWC”), an entity that has been pre-approved for a cannabis dispensing license, to provide MHWC with a $300,000 construction loan in connection with the buildout of MHWC’s proposed dispensary location. Upon the two-year anniversary of final state approval of MHWC’s dispensing license, the Company shall have the right, subject to state approval, to convert the promissory note underlying the construction loan into 20% ownership of ~~MWHC.~~MHWC. The Company also entered into a consulting services agreement to provide MHWC with advisory and oversight services over a three-year period relating to the development, administration, operation, and management of MHWC’s proposed dispensary in Maryland.

In January 2019, the Company converted a $250,000 note receivable from Chooze Corp., an entity that develops CBD- and THC-infused products without debilitating side effects, into a 2.7% ownership interest in the entity.

In January 2019, the Company established MariMed Hemp Inc., a wholly-owned subsidiary to develop, market, and distribute hemp-based CBD brands and products, and to provide hemp producers with bulk quantities of hemp genetics and biomass. During the quarter ended September 30, 2019, MariMed Hemp launched Hemp Engine™, a store-within-a-store turnkey distribution platform of CBD-based products for retailers.
In May 2019, the Company extended loans totaling $750,000 to Atalo Holdings Inc., an agriculture and biotechnology firm specializing in research, development, and production of industrial hemp and hemp-based CBD products.In July 2019, the Company extended an additional loan of $230,000 to Atalo.

In ~~February~~May 2019, the Company ~~converted~~issued 500,000 shares of its ~~$30 million purchase of subordinated secured convertible debentures of GenCanna Global,~~common stock in exchange for an 8.95% interest in Terrace Inc., a ~~producer~~Canadian entity that develops and ~~distributor of agricultural hemp, cannabidiol (“CBD”) formulations, hemp genetics, and hemp products into a 33.5% ownership interest.~~acquires international cannabis assets.

In ~~February~~June 2019, the Company ~~contracted~~executed a purchase agreement to ~~purchase a 70% interest in Meditaurus~~acquire MediTaurus LLC, a company established by ~~Dr.~~ Jokubas Ziburkas ~~who holds~~PhD, a ~~PhD in neuroscience~~neuroscientist and ~~is a~~ leading authority on hemp-based CBD and the endocannabinoid system. ~~Meditaurus currently~~MediTaurus operates in the United States and Europe and has developed proprietary CBD formulations sold under its~~Florance~~ Florance™ brand.
In July 2019, the Company entered into a licensing agreement for the exclusive manufacturing and distribution in seven eastern states of the Binske® portfolio of products, a brand known for utilizing best-in-class proprietary strains and craft ingredients in its edibles, concentrates, vaporizers, and topicals.
In August 2019, the Company extended a loan of $250,000 to High Fidelity Inc., a company that owns and operates two seed-to sale medical marijuana facilities in the state of Vermont, and produces its own line of CBD products.
In October 2019, the Company closed on the purchase of a 9,000 square foot building in Annapolis, MD which it intends to develop into a medical marijuana dispensary to be leased to Kind.

35 39

Significant Transactions in the Current Period
During the nine months ended September 30, 2019, the Company entered into several hemp seed sale transactions with GenCanna whereby the Company acquired large quantities of top-grade feminized hemp seeds with proven genetics at volume discounts that it sold to GenCanna at market rates. The seeds met the U.S. government’s definition of federally legal industrial hemp, which was descheduled as a controlled substance and classified as an agricultural commodity upon the signing of the 2018 U.S. Farm Bill.
The Company purchased $20.75 million of hemp seed inventory during the nine months ended September 30, 2019, which the Company sold and delivered to GenCanna for $33.2 million.The Company provided GenCanna with extended payment terms through December 2019, to coincide with the completion of the seeds’ harvest, although the payment by GenCanna is not contingent upon the success of such harvest or its yield.
As required by the relevant accounting guidance, the Company has classified the $33.2 million due from GenCanna as a receivable from a related party, with approximately $29,0 million recognized as revenue from a related party for the nine months ended September 30, 2019, and approximately $4.2 million recorded underUnearned Revenue From Related Party on the balance sheet. Upon payment of the receivable balance by GenCanna, the amount inUnearned Revenue From Related Partywill be recognized as revenue.
To partially fund the seed purchases, the Company borrowed $17.0 million, which is included inNotes Payableon the balance sheet as of September 30, 2019 and further discussed in Note 11– Debt.
The Company continues to explore opportunities to continue such seed sale transactions in the future, however there is no assurance that such transactions will materialize.

Revenues

Our revenues are currently comprised of the following primary categories:

Management – We receive fees for providing comprehensive oversight of our clients’ entire cannabis cultivation, production, and dispensary operations. Along with this oversight, we provide human resources, legal, accounting, sales, marketing, and reporting services.

Real Estate – Our state-of-the-art, regulatory-compliant legal cannabis facilities are leased to our cannabis-licensed clients over 20-year lease terms. We generate rental income from occupancy, tenant improvements, equipment rentals, and additional rental income based on the success of the cannabis licensees.

Licensing – We derive licensing revenue from the sale by the licensees of our branded precision-dosed cannabis-infused products, such as Kalm Fusion™ and Betty’s Eddies™, to legal dispensaries throughout the country.

Consulting – We assist third parties in securing cannabis licenses, and provide advisory services in the areas of facility design and development, and cultivation and dispensing best practices

Supply Procurement – We have established large volume discounts with top national vendors of cultivation and production supplies and equipment, which we acquire and resell at competitive prices to our cannabis-licensed clients with a reasonable markup.

Product Sales –~~We are currently working towards generating revenues from~~ Our direct sales of cannabis, hemp, and products derived from these ~~plants. Such revenues~~plants will be classified under this revenue category. This year, we commenced the direct sale of acquired hemp seed inventory. As the Company continues to explore opportunities to continue such sales, significant product sales are ~~anticipated~~expected to ~~come~~be generated from (i) ~~MariMed Hemp’s development~~the distribution of athe Company’s acquired and developing hemp-derived CBD product ~~line and wholesale hemp distribution business, and~~lines, (ii) the dispensary and wholesale operations of ARL in Massachusetts and ofthe KPGs in Illinois, and (iii) the Company’s planned cannabis-licensee acquisitions in ~~Pennsylvania, Illinois,~~ Maryland and Nevada.

Expenses

We classify our expenses into three broad categories:

● cost of revenues, which includes the direct costs associated with the generation of our ~~revenues, and depreciation expense on our properties and equipment;~~revenues;

● operating expenses, which include the sub-categories of personnel, marketing and promotion, and general and administrative; and

● non-operating income and expenses, which include the sub-categories of interest expense, interest income, non-cash losses on debt settlements ~~and~~ equity in earnings of our non-consolidated ~~investments.~~investments, and other one-one gains or losses.

Liquidity and Capital Resources

During the ~~three~~nine months ended ~~March 31,~~September 30, 2019, we raised $2.6 million from the issuance of common stock, ~~and $6.0~~$17.0 million from the issuance of a promissory ~~note. Subsequent to March 31, 2019, we raised an additional $5.0~~notes, and $9.6 million from the issuance of a convertible ~~debenture.~~debentures. Please refer to the notes accompanying our condensed consolidated financial statements at ~~March 31,~~September 30, 2019 for further discussion on these transactions.

These funds will be used to execute on our strategy to become a direct cultivator, producer, and dispenser of cannabis and cannabis-related products, continue the development of our facilities, and expand our hemp seed wholesale operations and branded licensing business. We continue to require and negotiate for additional sources of capital, although there can be no assurance that any such capital will be available on terms that are acceptable to us.

40
RESULTS OF OPERATIONS

Three months ended ~~March 31,~~September 30, 2019 compared to three months ended ~~March 31,~~September 30, 2018

~~Revenues~~Total revenues for the three months ended ~~March 31,~~September 30, 2019 increased ~~68.8%~~to approximately $11.2 million from approximately ~~$2.11~~$3.4 million for the same period in 2018, a more than three-fold increase of approximately $7.8 million. This substantial growth was primarily due to the hemp seed sale transactions with GenCanna, a related party, whereby the Company acquired large quantities of top-grade feminized hemp seeds with proven genetics at volume discounts that it sold to GenCanna at market rates (the “Seed Transactions”). The Seed Transactions have been discussed in further detail in Note 1– Organization of Description of Business of the Company’s financial statements included in Part I of this report. The higher level of revenues was also attributable to a 167% increase in licensing revenue associated with the Company’s branded products, and a 91% increase in management fees earned from a percentage of revenue generated by the Company’s cannabis-licensed clients.
Cost of revenues rose in line with the increase in revenues, from approximately $1.5 million for the three months ended September 30, 2018 to approximately ~~$3.5 million.~~$6.5 million for the three months ended September 30, 2019. This increase was primarily due to the ~~growth~~cost of ~~additional rental fees which we earn based on a percentage~~hemp seeds incurred by the Company of ~~revenue generated by our cannabis-licensed clients.For~~approximately $5.0 million as part of the ~~three months ended~~March 31, 2019, revenue generated by these clients increased 45.7% to approximately $5.3 million from approximately $3.6 million for the same period in 2018. The rise in revenues is also attributable to increased supply procurement services provided to the Company’s cannabis-licensee client in Maryland~~in 2019, and the expansion of licensing revenue associated with the Company’s branded product line.~~
~~Cost of revenues increased from approximately $889,000 for the three months ended March 31, 2018 to approximately $1,255,000 for the three months ended March 31, 2019.~~Seed Transactions. As a percentage of ~~revenue, however,~~revenues, cost of revenues ~~decreased~~in the current quarter associated with the Seed Transactions was 71%, higher than the contracted cost ratio of 62.5%, due to the deferral of profits required by the accounting guidance and effected by an approximate $1.0 million reduction of the recognized revenue, such reduction based on the Company’s ownership percentage of GenCanna. Apart from 42.7% in 2018 to 35.7% in 2019, as we continued to leverage our infrastructure to generate higher margins. As a result, gross profit increased 89.4% from approximately $1,194,000 in 2018 to approximately $2,261,000 in 2019, andthe Seed transactions, cost of revenues as a percentage of revenue ~~increased~~decreased from ~~57.3%~~45% in 2018 to ~~64.3%~~
36% in 2019, demonstrating the Company’s continued leveraging of its infrastructure to generate higher margins in its core business.

As a result of the foregoing, gross profit expanded from approximately $1.9 million in 2018 to approximately $4.7 million in 2019, an increase of 151%. Although gross profit as a percentage of revenue declined from 55% to 42%, this was expected based on the 37.5% contracted margin and the required accounting treatment of the Seed Transactions discussed above. Looking at the recurring business on a stand-alone basis, gross profit as a percentage of revenues increased from 55% to 64%.
Personnel expense increased to approximately ~~$673,000~~$1,242,000 for the three months ended ~~March 31,~~September 30, 2019 from approximately ~~$185,000~~$352,000 for the same period a year ago. The increase was primarily the result of the hiring of additional staff to support (i) higher levels of revenue and (ii) our expansion into a direct owner of cannabis licenses and operator of seed-to-sale operations.

Marketing and promotion costs increased to approximately ~~$119,000~~$92,000 for the three months ended ~~March 31,~~September 30, 2019 from approximately ~~$52,000~~$37,000 for the same period a year ago. ~~The increase is due to~~As a ~~higher level~~percentage of ~~public relations we undertook in 2019 and a greater presence~~revenues, however, these costs remained steady at ~~industry tradeshows and investor conferences.~~
approximately 1% of revenues.

General and administrative costs increased to approximately to ~~$1,691,000~~$2.4 million for the three months ended ~~March 31,~~September 30, 2019 from approximately ~~$1,279,000~~$2.0 million for the same period a year ago. The year over year increase is primarily due to (i) additional leasing costs and utilities of a property in Milford, DE which the Company is developing into an additional cultivation and production facility for its client in that state, and (ii) increases in corporate insurance and professional fees.
As a result of the above, the Company generated operating income of approximately $973,000 for the three months ended September 30, 2019, compared with an operating loss of approximately $549,000 for the same period in 2018, a positive period-over-period change of approximately $1,522,000.
Net non-operating expenses increased to approximately $7.4 million from approximately $2.9 million for the three months ended September 30, 2019 and 2018, respectively. This increase was primarily due to (i) approximately $3.2 million of non-cash amortization of the beneficial conversion feature on the $20M Debentures, and of warrants issued together with the issuance of debt (such amortization reflected withinInterest Expense), (ii) the Company’s non-cash equity in the net loss of GenCanna of approximately $2.9 million, and (iii) approximately $852,000 of interest expense from the issuance of debentures and promissory notes to finance working capital and the Seed Transactions, offset by a reduction of approximately $2.4 million of losses incurred in the prior period from the extinguishment of debt. Additionally, the Company recorded a provision for income taxes of approximately $901,000 for the three months ended September 30, 2019. No provision was recorded in the same period in 2018.
As a result of the foregoing, the Company incurred net losses of approximately $7.3 million and $3.4 million for the three months ended September 30, 2019 and 2018, respectively.
Nine months ended September 30, 2019 compared to nine months ended September 30, 2018
Total revenues for the nine months ended September 30, 2019 increased to approximately $40.4 million compared with $8.4 million from the same period in 2018, a nearly five-fold increase of approximately $32.0 million. This considerable growth was principally due to the Seed Transactions discussed in further detail in Note 1– Organization of Description of Businessof the Company’s financial statements included in Part I of this filing. Revenue generated from the Seed Transactions commenced in the second quarter of 2019 and approximated $29.0 million through September 30, 2019. The increase in revenues was also attributable to (i) a 106% increase in licensing revenue associated with the Company’s branded products, (ii) a 105% increase in management fees earned from the Company’s cannabis-licensed clients, and (iii) an 85% increase in supply procurement revenue, primarily from Kind in Maryland.
Cost of revenues increased from approximately $3.3 million for the nine months ended September 30, 2018 to approximately $24.5 million for the nine months ended September 30, 2019. This increase was primarily due to the cost of hemp seeds incurred by the Company of approximately $20.8 million as part of the Seed Transactions. As a percentage of revenues, cost of revenues associated with the Seed Transactions was 71%, higher than the contracted cost of 62.5%, due to the deferral of profits required by the accounting guidance and effected via an approximate $4.2 million reduction of the recognized revenue, such reduction based on the Company’s ownership percentage of GenCanna. Apart from the Seed transactions, cost of revenues as a percentage of revenue decreased from 40% in 2018 to 33% in 2019, as the Company continued to leverage its infrastructure to generate higher margins in its recurring business.
As a result of the foregoing, gross profit increased from approximately $5.1 million in 2018 to approximately $15.9 million in 2019. Although gross profit as a percentage of revenue declined from 61% to 39%, this was expected based on the 37.5% contracted margin and the required accounting treatment of the Seed Transactions discussed above. Looking at the core business on its own, gross profit as a percentage of revenues increased from 61% to 67%.
Personnel expense increased to approximately $2.7 million for the nine months ended September 30, 2019 from $822,000 for the same period a year ago. The increase was primarily the result of the hiring of additional staff to support (i) higher levels of revenue and (ii) our expansion into direct cannabis and hemp operations.
Marketing and promotion costs increased from approximately $167,000 for the nine months ended September 30, 2018 to approximately $287,000 for the nine months ended September 30, 2019. Despite the ~~dollar~~ increase, these costs decreased as a percentage of revenues from 2% in 2018 to ~~48.1%~~1% in 2019.
General and administrative costs increased to approximately $6.8 million for the nine months ended September 30, 2019 from ~~61.4%.~~approximately $4.5 million for the same period a year ago. The year over year ~~decrease in these percentages was aided by~~increase is primarily due to a ~~one-time liability writeoff~~(i) higher level of ~~approximately $100,000,~~legal costs and ~~an approximate $46,000 decrease~~travel expenses in the amortization of stock option and warrant issuances from year to year. However, after removing these two items, general and administrative costs as a percentage of revenue still decreased to 52.2% from 61.4%, demonstrating our successful leveragingcurrent period associated with the consolidation of our ~~infrastructure~~cannabis-licensee clients, settlement of the AgriMed matter, Terrace investment, acquisition of MediTaurus, and other merger activity which has yet to ~~generate higher levels~~close, (ii) additional leasing costs and utilities of ~~profitability.~~
a property in Milford, DE which the Company is developing into an additional cultivation and production facility for its client in that state, (iii) increases in corporate insurance, and (ii) non-cash increases in depreciation and amortization.

As a result of the above, the Company generated operating income of approximately $6.1 million for the nine months ended September 30, 2019, compared with an operating loss ~~for the three months ended March 31, 2019 was reduced to~~of approximately ~~($222,000) from approximately ($322,000)~~$417,000 for the same period in 2018.
~~Non-operating income and~~Net non-operating expenses ~~improved~~increased from ~~a net non-operating expenses balance of~~ approximately ~~($1,510,000)~~$5.2 million for the ~~three~~nine months ended ~~March 31,~~September 30, 2018 to ~~a net non-operating income balance of~~ approximately ~~$300,000~~$6.7 million for the ~~three~~nine months ended ~~March 31, 2019, an improvement of $1,810,000.~~September 30, 2019. This ~~swing from net non-operating expenses to net non-operating income~~increase was primarily due to (i) ~~equity in earnings~~approximately $6.5 million of ~~our investment in GenCanna~~non-cash amortization of ~~approximately $2,005,000, which was converted from a debenture receivable to equity in February 2019,~~the beneficial conversion feature on the $20M Debentures, and of warrants issued together with the issuance of debt (such amortization reflected withinInterest Expense), (ii) ~~loss on debt settlements of approximately $1,214,000 in 2018 compared with no such loss in 2019, and (iii) the previous two items offset by an increase in net~~ interest expense of approximately ~~$1,362,000.~~$1.5 million primarily from the issuance of promissory notes to fund the Seed Transactions, and (iii) the Company’s non-cash equity in the loss of GenCanna of approximately $928,000, offset by (a) a reduction of approximately $4.2 million of losses incurred in the prior period from the extinguishment of debt, and (b) the net settlement proceeds of $2.9 million from the AgriMed matter. Additionally, the Company recorded a provision for income taxes of approximately $1.9 million and $12,000 for the nine months ended September 30, 2019 and 2018, respectively.

As a result of the foregoing, ~~we realized~~the Company incurred a net ~~income~~loss of approximately ~~$78,000 for~~$2.5 million during the ~~three~~nine months ended ~~March 31,~~September 30, 2019 compared with a net loss of approximately ~~($1,832,000) for~~$5.6 million during the same period 2018, a positive period-over-period change in ~~2018.~~excess of $3.0 million.

Additionally, for the three months ended March 31, 2019, the Company achieved adjusted EBITDA of approximately $585,000, an increase of 76.2%, compared to approximately $332,000 for the same period a year ago. Please see the following section which further explains adjusted EBITDA.
~~Non-GAAP Financial Information – Adjusted EBITDA~~
~~We are providing a non-GAAP financial measurement of profitability –~~~~adjusted EBITDA~~ ~~– as a supplement to the preceding discussion of our financial results, which are based on our consolidated financial statements prepared in accordance with GAAP.~~
Management utilizes adjusted EBITDA internally in analyzing our financial achievements, operational performance, and liquidity. The presentation of adjusted EBITDA is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP.
We believe that both management and investors benefit from considering adjusted EBITDA in assessing our financial results and when planning, forecasting and analyzing future periods. Additionally, adjusted EBITDA provides investors and analysts with a key financial metric we use in making operating decisions, and is also a key metric used by investors and analysts themselves, along with other metrics, to assess the financial condition of a business.
~~While adjusted EBITDA can be a useful supplemental measure to analyze the Company’s operations and liquidity, it does have limitations. Some limitations of adjusted EBITDA are as follows:~~
-41 Adjusted EBITDA does not include the impact of stock-based expenses, impairment or write downs of intangible assets, acquisition-related transaction expenses, or the gains or losses associated with the extinguishment of debt via the issuance of stock.
- ~~Adjusted EBITDA does not take into account interest income or expense, income taxes, or depreciation and amortization of fixed assets and intangibles.~~
- ~~Analysts, investors, and other companies, even those within our industry, may calculated adjusted EBITDA differently or not at all, which may reduce its usefulness as a comparative measure.~~

~~The following table provides a reconciliation between operating income (loss) and adjusted EBITDA:~~
Three months ended March 31,
2018 2017
Operating income (loss) $ (222,281 ) $ (321,641 )
Depreciation 218,196 80,791
Amortization of intangibles 61,667 -
Amortization of stock option and warrant issuances 527,163 572,807
Adjusted EBITDA $ 584,745 $ 331,957
Subsequent Events
On October 1, 2019, the Illinois Department of Financial & Professional Regulation approved the Company’s acquisition of the KPGs and Mari-IL. Effective on such date, (i) the purchase price of 1,000,000 shares of the Company’s common stock was paid to the selling parties, and the KPGs and Mari-IL became wholly-owned subsidiaries of the Company to be consolidated into the Company’s financial statements.

~~Debentures Payable Conversion~~
~~In April~~During the month of October 2019, the ~~Holder of the $10M Debentures converted $500,000 of principal and approximately $70,000 of accrued interest into 211,015 shares of common stock at conversion prices of $2.67 and $2.74 per share.~~
~~Debt Issuance~~
~~In May 2019, the~~ Company sold an additional $5,000,000 of convertible debentures bearing interest at the rate of 6% per annum that mature two years from issuance, with a 1% issue discount, resulting in net proceeds to the Company of $4,950,000 (the “$5M Debentures”).
~~The $5M Debentures were sold to the Holder of the $10M Debentures. The terms of the $5M Debentures are consistent with the terms of the $10M Debentures as described in~~~~Note 12 – Debentures Payable~~ ~~of the Company’s financial statements for the three months ended March 31, 2019, with small variations, most notably a cap on the conversion price. The Company also~~ issued three-year warrants to ~~the Holder to~~ purchase ~~400,000~~300,000 shares of common stock at an exercise ~~prices~~price of ~~$4.00~~$1.37 per share for services rendered. Also during this month, the Company granted to employees for services (i) 24,074 shares of common stock, and (ii) five-year options to purchase 500,000 shares of common stock at an exercise price of $0.71 per share.
~~Seed Inventory Purchases~~

In ~~April~~October 2019, ~~Mari-Hemp purchased~~the Company closed on the purchase of a 9,000 square foot building in Annapolis, MD. The purchase price of approximately $1.7 million was paid with the proceeds from a $2.0 million promissory note issued by the Company to an ~~additional $3.5 million~~unaffiliated third party and secured by the property. The note, which matures in January 2020, provides the payee with origination fees aggregating 5% of ~~industrial hemp seeds for wholesale hemp distribution~~the principal, and ~~hemp-derived CBD product development.~~bears interest at the rate of 2% per month commencing 90 days from the start of the note. The Company intends to develop the property into a medical marijuana dispensary to be leased to Kind.
42

Item 3. Quantitative and Qualitative Disclosure About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Management’s Evaluation of Our Disclosure Controls and ~~Procedure~~Procedures

~~Under the supervision and~~
Our management, with the participation of our ~~management, our principal~~chief executive officer and ~~our principal~~chief financial officer, ~~we are responsible for conducting an evaluation of~~evaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures as(as defined in Rules 13a-15(e) and 15d-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”),~~Act) as of ~~March 31, 2019. Disclosure~~September 30, 2019 (the “Evaluation Date”). Based upon that evaluation, the chief executive officer and the chief financial officer concluded that, as of the Evaluation Date, our disclosure controls and procedures ~~means~~are effective to ensure that ~~the material~~ information required to be ~~included~~disclosed by us in ~~our SEC~~the reports isthat we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported, within the time periods specified in ~~SEC~~the SEC’s rules and forms ~~relating~~and (ii) are accumulated and communicated to our ~~company,~~management, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, and in light of the weaknesses in our ~~internal control over financial reporting described below, our principal~~chief executive officer and ~~principal~~chief financial officer, ~~concluded that our disclosure controls and procedures were not effective~~ as ~~of March 31, 2019.~~appropriate to allow timely decisions regarding required disclosure.

~~The~~During the quarter ended September 30, 2019 and year to date, we implemented significant measures to remediate previously disclosed ineffectiveness of our internal control over financial reporting ~~(as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) was due to an~~including insufficient degree of segregation of duties amongst our accounting and financial reporting personnel, and the lack of a formalized and complete set of policy and procedure documentation evidencing our system of internal controls over financial reporting. These factors lead to certain adjustments which had been reflected in our audited financial statements as of December 31, 2018. These weaknesses are not uncommon in a company of our size due to personnel and financial limitations.
~~During 2019, we have started to work to remediate the material weaknesses identified above, which has~~This included the hiring of an accounting and financial professional with experience in the implementation of GAAP and SEC reporting requirements, and discussion with several independent accounting and auditing firms regarding the retention of such a firm to review, document, and test for effectiveness our internal controls over financial reporting.
~~Additionally, we expect to continue remediation efforts throughout 2019 by the~~ engagement of accounting consultants as needed to provide expertise on specific areas of the accounting guidance, the continued hiring of individuals with appropriate experience in internal controls over financial reporting, and the modification to our accounting processes and enhancement to our financial controls including the ongoing testing of such controls. ~~Our financial position will determine~~Further, during the ~~extent~~quarter ended September 30, 2019, we expanded our board of directors to ~~which such efforts can be made.~~
~~Our management will continue to monitor~~include a majority of independent disinterested directors and ~~evaluate~~we established an audit, compensation and nominating, and corporate governance committee of the ~~effectiveness~~board of our disclosure controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements. 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 assurancedirectors. During the quarter, the board of directors also adopted a formal policy with respect to ~~financial statement preparation and presentation.~~related party transactions.

Changes in Internal Control Over Financial Reporting

Other than as described above, there ~~has been~~was no change in 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 ~~period to which this report relates~~fiscal quarter ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

39 43

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

~~None.~~In July 2019, Thomas Kidrin, the former chief executive officer and a former director of the Company, filed a complaint in the Massachusetts Superior Court, Suffolk County, captioned Thomas Kidrin v. MariMed Inc., et. al., Civil Action No. 19-2173D. In the complaint, Mr. Kidrin alleges that the Company failed to pay all wages owed to him and breached his employment agreement, dated August 30, 2012, and requests multiple damages, attorney fees, costs, and interest. The Company has moved to dismiss certain counts of the complaint and has asserted counterclaims against Mr. Kidrin alleging breach of contract, breach of fiduciary duty, money had and received, and unjust enrichment. The Company believes that the allegations in the complaint are without merit and intends to vigorously defend this matter and prosecute its counterclaims.
On November 13, 2019, Kind Therapeutics USA Inc. (“Kind”) commenced an action in the Circuit Court for Washington County, MD captioned Kind Therapeutics USA, Inc. vs. MariMed, Inc., MariMed Holdings MD, LLC and MariMed Advisors, Inc. (Case No. C-21-CV-19-000670) alleging, inter alia, breach of contract, breach of fiduciary duty and unjust enrichment, and seeking a declaratory judgment, injunctive relief, an accounting and damages in excess of $75,000. On November 15, 2019, the Company filed counterclaims against Kind and, as plaintiffs, the Company commenced an action against each of Jennifer DiPietro, Susan Zimmerman, Sophia Leonard-Burns (the Kind sellers) and William Tham, alleging breach of contract with respect to each of the MOU and the management agreement, unjust enrichment, promissory estoppel/detrimental reliance, and fraud in the inducement, and seeking a declaratory judgement that the MOU is an enforceable contract, specific performance of such contact, and the establishment of a constructive trust for the Company’s benefit. Both parties, MariMed (including MariMed Holdings MD, LLC and MariMed Advisors, Inc.) and Kind, brought motions for a temporary restraining order and a preliminary injunction. By Opinion and Order entered on November 21, 2019, the Court denied both parties motions for a temporary restraining order. In its opinion, the Court specifically noted that, contrary to Kind’s allegations, the Management Agreement and Lease “appear to be independent, valid and enforceable contracts.” Each party’s preliminary injunction motion is currently pending before the Court. The Company believes that its claims for breach of contract with respect to each of the MOU and the management agreement, unjust enrichment, promissory estoppel/detrimental reliance, and fraud in the inducement are meritorious and that Kind’s claims against the Company are without merit. The Company intends to aggressively prosecute and defend the action.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item. H~~owever,~~However, limited information regarding our risk factors appears inPart I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations under the captionForward-Looking Statements contained in this Quarterly Report on Form 10-Q and inItem 1A. RISK FACTORSof our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2018. There have been no material changes from the risk factors previously disclosed in such Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~During~~In January 2019, the ~~three months ended March 31, 2019, we~~Company sold 799,995 shares of common stock at a price of $3.25 per share, resulting in total proceeds of $2.6 million. These funds will be used to fund ~~our~~the Company’s operations, continue the development of ~~our~~its facilities, and expand ~~our~~its hemp seed wholesale operations and branded licensing business.

~~The securities described above were~~In June 2019, the Company issued an aggregate of 1,000,000 shares of common stock to ~~accredited investors in private transactions not involving a public offering or~~two owners of Harvest.
During the ~~payment~~nine months ended September 30, 2019, the Company issued three-year warrants to purchase 1,350,000 shares of ~~commissions.~~common stock at exercise prices ranging from $1.71 to $5.00 per share. Also during this period, the Company granted (i) 108,820 shares of common stock to employees, and (ii) options to purchase 900,000 shares of common stock to employees and independent directors, at exercise prices ranging from $0.99 to $1.95 per share, expiring four and five years from grant date.
The sales of the securities described above were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Sections 4(a)(2) ~~and~~and/or 4(a)(5) of the Securities Act and Regulation D promulgated ~~thereunder~~.thereunder. A legend restricting the sale, transfer, or other disposition of these securities other than in compliance with the Securities Act was placed on the securities issued in the foregoing transactions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosure

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No. Description

3.1 Certificate of Incorporation of the Registrant. (Incorporated herein by reference ~~from~~to the Company’s Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)

3.1.1 Amended Certificate of Incorporation of the Registrant. (Incorporated herein by reference ~~from~~to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017.)

3.2 Bylaws – Restated as Amended. (Incorporated herein by reference ~~from~~to the Company’s Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)

10.1 Amended and Restated 2018 Stock Award and Incentive Plan. (Incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on August 26, 2019.)
10.2 Form of Stock Option Agreement, dated September 27, 2019, with each of David R. Allen, Eva Selhub, M.D. and Edward J. Gildea. (Filed herewith.)
31.1
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer. (Filed herewith.)

31.2
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer. (Filed herewith.)

32.1 Section 1350 Certifications of Chief Executive Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)

32.2 Section 1350 Certifications of Chief Financial Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)
~~101.INS XBRL~~ ~~Instance Document (Filed herewith.)~~
~~101.SCH XBRL~~ ~~Taxonomy Extension Schema (Filed herewith.)~~
~~101.CAL XBRL~~ ~~Taxonomy Extension Calculation Linkbase (Filed herewith.)~~
~~101.DEF XBRL~~ ~~Taxonomy Extension Definition Linkbase (Filed herewith.)~~
~~101.LAB XBRL~~ ~~Taxonomy Extension Label Linkbase (Filed herewith.)~~
~~101.PRE XBRL~~ ~~Taxonomy Extension Presentation Linkbase (Filed herewith.)~~
40
~~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 thereto duly authorized.~~
~~Date: May 10, 2019~~
~~MARIMED INC.~~
~~By:~~ ~~/s/ Robert Fireman~~
~~Robert Fireman~~
~~President and Chief Executive Officer~~
~~(Principal Executive Officer)~~
~~By:~~ ~~/s/ Jon R. Levine~~
~~Jon R. Levine~~
~~Chief Financial Officer~~
~~(Principal Financial Officer)~~
41
~~INDEX TO EXHIBITS~~
~~Exhibit No.~~ ~~Description~~
~~3.1~~ ~~Certificate of Incorporation of the Registrant. (Incorporated by reference from Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)~~
~~3.1.1~~ ~~Amended Certificate of Incorporation of the Registrant. (Incorporated by reference from Annual Report on Form 10-K filed on April 17, 2017.)~~
~~3.2~~ ~~Bylaws – Restated as Amended. (Incorporated by reference from Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)~~
~~31.1~~
~~Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer. (Filed herewith.)~~
~~31.2~~
~~Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer. (Filed herewith.)~~
~~32.1~~ ~~Section 1350 Certifications of Chief Executive Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)~~
~~32.2~~
~~Section 1350 Certifications of Chief Financial Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)~~

101.INS XBRL Instance Document (Filed herewith.)

101.SCH XBRL Taxonomy Extension Schema (Filed herewith.)

101.CAL XBRL Taxonomy Extension Calculation Linkbase (Filed herewith.)

101.DEF XBRL Taxonomy Extension Definition Linkbase (Filed herewith.)

101.LAB XBRL Taxonomy Extension Label Linkbase (Filed herewith.)

101.PRE XBRL Taxonomy Extension Presentation Linkbase (Filed herewith.)
44
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 thereto duly authorized.
Date: November 27, 2019
MARIMED INC.
By: /s/ Robert Fireman
Robert Fireman
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Jon R. Levine
Jon R. Levine
Chief Financial Officer
(Principal Financial Officer)
45
INDEX TO EXHIBITS
Exhibit No. Description
3.1 Certificate of Incorporation of the Registrant. (Incorporated herein by reference to the Company’s Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)
3.1.1 Amended Certificate of Incorporation of the Registrant. (Incorporated herein by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017.)
3.2
Bylaws – Restated as Amended. (Incorporated by reference herein to the Company’s Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)
10.1 Amended and Restated 2018 Stock Award and Incentive Plan. (Incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on August 26, 2019.)
10.2 Form of Stock Option Agreement, dated September 27, 2019, with each of David R. Allen, Eva Selhub, M.D. and Edward J. Gildea. (Filed herewith.)
31.1 Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer. (Filed herewith.)
31.2 Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer. (Filed herewith.)
32.1 Section 1350 Certifications of Chief Executive Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)
32.2 Section 1350 Certifications of Chief Financial Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)
101.INS XBRL Instance Document (Filed herewith.)
101.SCH XBRL Taxonomy Extension Schema (Filed herewith.)
101.CAL XBRL Taxonomy Extension Calculation Linkbase (Filed herewith.)
101.DEF XBRL Taxonomy Extension Definition Linkbase (Filed herewith.)
101.LAB XBRL Taxonomy Extension Label Linkbase (Filed herewith.)
101.PRE XBRL Taxonomy Extension Presentation Linkbase (Filed herewith.)
46

Inventory	$	46,544
Machinery and equipment		130,255
Goodwill		333,201
Total fair value of consideration	$	510,000

Cash and cash equivalents	$	13,494
Goodwill		266,682
Total fair value of consideration	$	280,176

Equipment	$	21,000
Cannabis licenses		185,000
Accounts payable		(120,689	)
Due to related parties		(92,765	)
Total identifiable net assets		(7,454	)
Goodwill		731,902
Total fair value of consideration	$	724,448

Cash and cash equivalents	$	64,196
Accounts receivable		5,362
Inventory		519,750
Tradename and customer lists		3,411,469
Accounts payable		(777	)
Total value of MediTaurus		4,000,000
Noncontrolling interests in MediTaurus		(1,200,000	)
Total fair value of consideration	$	2,800,000

	March 31, 2019		December 31, 2018		September 30, 2019		December 31, 2018
GenCanna Global Inc.	$	32,234,402	$	-	$	29,301,151	$	-
Terrace Inc.						1,590,000		-
CVP Worldwide LLC		1,125,482		1,172,163		1,080,016		1,172,163
Iconic Ventures Inc.		500,000		500,000		500,000		500,000
Chooze Corp.		257,687		-		257,687		-
Total investments	$	34,117,571	$	1,672,163	$	32,728,854	$	1,672,163

	●	Delaware – a 45,000 square foot facility purchased in September 2016 and ~~built~~developed into a cannabis cultivation, processing, and dispensary facility which is leased to a cannabis-licensed client occupying 100% of the space under a 20-year triple net lease expiring in 2035.

	●	Illinois – two 3,400 square foot free-standing retail dispensaries in the cities of Anna and Harrisburg and leased to ~~two licensed cannabis dispensary clients~~the KPGs each under a 20-year lease expiring in 2036. With the acquisition of the KPGs approved in October 2019, as disclosed in Note 3 –Acquisitions, this lease will be eliminated upon the consolidation of the KPGs starting in the fourth quarter of calendar 2018. Accordingly, the rental receipts on such leases have been removed from the table of future minimum rental receipts below.

	●	Maryland – a 180,000 square foot former manufacturing facility purchased in January 2017 and ~~rehabilitated~~developed by the Company into a cultivation and processing facility which is leased to a licensed cannabis client under a ~~20-year~~ triple net lease ~~that started~~expiring in ~~January 2018.~~2037.

	●	Massachusetts – a 138,000 square foot industrial property of which approximately half of the available square footage is leased to a non-cannabis manufacturing company under a ~~five-year lease.~~lease expiring in 2022.

2019	$	3,101,253	$	956,492
2020		4,222,040		3,896,550
2021		4,368,640		4,036,550
2022		4,293,999		3,959,709
2023		3,997,651		3,661,820
Thereafter		48,942,935		44,121,550
Total	$	68,926,518	$	60,632,671

	September 30, 2019			December 31, 2018
Bank of New England – Massachusetts property	$	4,851,665		$	4,895,000
Bank of New England – Delaware property		1,707,942			1,791,736
DuQuoin State Bank – Illinois properties		835,035			850,076
Total mortgages payable		7,394,642			7,536,812
Mortgages payable, current portion		(220,257	)		(188,231	)
Mortgages payable, less current portion	$	7,174,385		$	7,348,581

2019	$	8,439,091
2020		14,343,484
2021		10,262,710
2022		280,830
2023		300,248
Thereafter		6,248,279
Total		39,874,642
Less discounts		(5,528,985	)
	$	34,345,657

2019	$	11,643,995
2020		8,570,954
2021		5,235,827
2022		251,543
2023		268,338
Thereafter		5,544,225
Total		31,514,882
Less discounts		(9,833,000	)
	$	21,681,882

Exercise Price		Shares Under Option				Remaining
per Share		Outstanding		Exercisable		Life in Years
$	0.080		100,000		100,000		0.22
$	0.130		200,000		200,000		0.75
$	0.140		100,000		100,000		0.25
$	0.140		550,000		550,000		1.25
$	0.330		50,000		50,000		1.44
$	0.450		125,000		125,000		2.01
$	0.630		300,000		300,000		2.25
$	0.770		200,000		200,000		3.25
$	0.900		50,000		50,000		3.62
$	0.950		50,000		10,000		3.25
$	0.992		300,000		-		4.99
$	1.350		100,000		-		3.83
$	1.950		500,000		-		3.75
$	2.320		220,000		100,000		3.95
$	2.450		2,000,000		2,000,000		3.23
$	2.500		100,000		50,000		3.91
$	2.650		200,000		150,000		3.99
$	2.850		75,000		18,750		3.20
$	2.850		100,000		25,000		4.20
$	3.000		25,000		12,500		4.21
$	3.725		200,000		50,000		4.19
			5,545,000		4,091,250

	●	Delaware – 4,000 square feet of retail space in a multi-use building under a five-year lease that commenced in October 2016 and contains a five-year option to extend the term. The Company developed the space into a cannabis dispensary which is subleased to its cannabis-licensed client.

	●	Delaware – a 100,000 square foot warehouse leased in March 2019 that the Company intends to construct into a cultivation and processing facility to be subleased to the same Delaware client. The lease term is 10 years, with an option to extend the term for three additional five-year periods.

	●	Nevada – 10,000 square feet of an industrial building that the Company has built-out into a cannabis cultivation facility and plans to rent to its cannabis-licensed client under a sub-lease which will be coterminous with this lease expiring in 2024.

	●	Massachusetts – 10,000 square feet of office space which the Company utilizes as its corporate offices under a 10-year lease with a related party expiring in 2028, ~~which contain a 5-year extension option.~~with an option to extend the term for an additional five-year period.

	●	Maryland – a 2,700 square foot 2-unit apartment under a lease that expires in July 2020 with an option to renew for a two-year term.

Operating lease cost	$	93,015
Finance lease cost:
Amortization of right-of-use assets	$	2,053
Interest on lease liabilities		420
Total finance lease cost	$	2,473

Operating lease cost	$	585,940
Finance lease cost:
Amortization of right-of-use assets	$	14,914
Interest on lease liabilities		4,188
Total finance lease cost	$	19,102

	Operating Leases			Finance Lease
2019	$	141,156		$	9,603
2020		917,444			38,412
2021		1,008,227			38,412
2022		949,535			27,123
2023		910,166			23,201
Thereafter		5,139,851			3,229
Total lease payments		9,066,379		$	139,980
Less: imputed interest		(2,727,246	)		(18,778	)
	$	6,339,133		$	121,202

	●	cost of revenues, which includes the direct costs associated with the generation of our ~~revenues, and depreciation expense on our properties and equipment;~~revenues;

	●	operating expenses, which include the sub-categories of personnel, marketing and promotion, and general and administrative; and

	●	non-operating income and expenses, which include the sub-categories of interest expense, interest income, non-cash losses on debt settlements ~~and~~ equity in earnings of our non-consolidated ~~investments.~~investments, and other one-one gains or losses.

	-	~~Adjusted EBITDA does not take into account interest income or expense, income taxes, or depreciation and amortization of fixed assets and intangibles.~~
	-	~~Analysts, investors, and other companies, even those within our industry, may calculated adjusted EBITDA differently or not at all, which may reduce its usefulness as a comparative measure.~~

	Three months ended March 31,
	2018			2017
Operating income (loss)	$	(222,281	)	$	(321,641	)
Depreciation		218,196			80,791
Amortization of intangibles		61,667			-
Amortization of stock option and warrant issuances		527,163			572,807
Adjusted EBITDA	$	584,745		$	331,957

Exhibit No.		Description

3.1		Certificate of Incorporation of the Registrant. (Incorporated herein by reference ~~from~~to the Company’s Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)

3.1.1		Amended Certificate of Incorporation of the Registrant. (Incorporated herein by reference ~~from~~to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on April 17, 2017.)

3.2		Bylaws – Restated as Amended. (Incorporated herein by reference ~~from~~to the Company’s Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)

10.1		Amended and Restated 2018 Stock Award and Incentive Plan. (Incorporated herein by reference to Appendix A of the Company’s Definitive Proxy Statement on Schedule 14A, filed on August 26, 2019.)

10.2		Form of Stock Option Agreement, dated September 27, 2019, with each of David R. Allen, Eva Selhub, M.D. and Edward J. Gildea. (Filed herewith.)

31.1		Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer. (Filed herewith.)

31.2		Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer. (Filed herewith.)

32.1		Section 1350 Certifications of Chief Executive Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)

32.2		Section 1350 Certifications of Chief Financial Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)

~~101.INS XBRL~~		~~Instance Document (Filed herewith.)~~

~~101.SCH XBRL~~		~~Taxonomy Extension Schema (Filed herewith.)~~

~~101.CAL XBRL~~		~~Taxonomy Extension Calculation Linkbase (Filed herewith.)~~

~~101.DEF XBRL~~		~~Taxonomy Extension Definition Linkbase (Filed herewith.)~~

~~101.LAB XBRL~~		~~Taxonomy Extension Label Linkbase (Filed herewith.)~~

~~101.PRE XBRL~~		~~Taxonomy Extension Presentation Linkbase (Filed herewith.)~~

~~MARIMED INC.~~

~~By:~~	~~/s/ Robert Fireman~~
	~~Robert Fireman~~
	~~President and Chief Executive Officer~~ ~~(Principal Executive Officer)~~

~~By:~~	~~/s/ Jon R. Levine~~
	~~Jon R. Levine~~
	~~Chief Financial Officer~~ ~~(Principal Financial Officer)~~

~~Exhibit No.~~		~~Description~~

~~3.1~~		~~Certificate of Incorporation of the Registrant. (Incorporated by reference from Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)~~

~~3.1.1~~		~~Amended Certificate of Incorporation of the Registrant. (Incorporated by reference from Annual Report on Form 10-K filed on April 17, 2017.)~~

~~3.2~~		~~Bylaws – Restated as Amended. (Incorporated by reference from Registration Statement on Form 10-12G (File No. 000-54433) filed on June 9, 2011.)~~

~~31.1~~		~~Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer. (Filed herewith.)~~

~~31.2~~		~~Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer. (Filed herewith.)~~

~~32.1~~		~~Section 1350 Certifications of Chief Executive Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)~~

~~32.2~~		~~Section 1350 Certifications of Chief Financial Officer (Furnished, not filed, in accordance with item 601(32)(ii) of Regulation S-K.)~~

101.INS XBRL		Instance Document (Filed herewith.)

101.SCH XBRL		Taxonomy Extension Schema (Filed herewith.)

101.CAL XBRL		Taxonomy Extension Calculation Linkbase (Filed herewith.)

101.DEF XBRL		Taxonomy Extension Definition Linkbase (Filed herewith.)

101.LAB XBRL		Taxonomy Extension Label Linkbase (Filed herewith.)

101.PRE XBRL		Taxonomy Extension Presentation Linkbase (Filed herewith.)

MARIMED INC.

By:	/s/ Robert Fireman
	Robert Fireman
	President and Chief Executive Officer (Principal Executive Officer)

By:	/s/ Jon R. Levine
	Jon R. Levine
	Chief Financial Officer (Principal Financial Officer)