UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~April 414, ~~2025~~2026

Marizyme, Inc.

(Exact name of registrant as specified in its charter)

Nevada

000-53223

82-5464863

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

~~555~~1645 ~~Heritage~~Palm Beach Lakes Drive, Suite ~~205~~1200

~~Jupiter,~~West Palm Beach, Florida ~~33458~~33401

(Address of principal executive offices, including zip code)

(561) 935-9955

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol		Name of Each Exchange on which Registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

Item 41.0201. ~~Non-Reliance~~Entry oninto ~~Previously Issued Financial Statements or~~ a ~~Related~~Material ~~Audit~~Definitive ~~Report or Completed Interim Review~~Agreement.

On ~~March~~April 49, ~~2025~~2026, the ~~Audit~~Board ~~Committee~~ of ~~Marizyme,~~Directors ~~Inc., a Nevada corporation~~ (the “~~Company~~Board”), ~~after discussions with the Company’s management concluded that the Company’s previously issued financial statements as~~ of ~~and for the quarterly periods ended March 31~~Marizyme, ~~2024~~Inc. ~~and June 30, 2024~~ (the “~~Non-Reliance Period~~Company”) ~~should~~(i) nodetermined ~~longer be relied upon due to misstatements~~ that ~~are described~~the ~~below~~transfer ~~and~~of ~~that~~all weor ~~would~~substantially ~~restate~~all ~~such~~of ~~financial statements to make~~ the ~~necessary~~Company’s ~~accounting~~assets ~~corrections.~~through ~~The~~an ~~Company~~assignment ~~evaluated~~for the ~~materiality~~ benefit of ~~these~~creditors ~~errors~~was ~~both qualitatively and quantitatively~~ in ~~accordance~~the ~~with~~best interests ~~Staff~~of ~~Accounting~~the ~~Bulletin (“SAB”) No. 99~~Company, ~~Materiality,~~ and ~~SAB~~(ii) ~~No.~~authorized ~~108, Considering~~ the ~~Effects~~Company ofto ~~Prior~~enter ~~Year~~into ~~Misstatements~~a ongeneral ~~Currently~~assignment ~~Issued~~for ~~Financial Statements. Based on this evaluation,~~ the ~~Company~~benefit ~~determined that the effect~~ of ~~these~~creditors ~~corrections was material to~~ (the ~~financial statements for the interim periods ended March~~“Assignment 31Agreement”), ~~2024~~by and ~~June~~between ~~30,~~the ~~2024.~~Company Asand aPeter ~~result of the material misstatements~~Hurwitz, weas ~~will~~assignee ~~be restating our previously issued financial statements for~~ (the ~~periods referenced above~~“Assignee”), inwhich ~~accordance~~provides ~~with~~for ~~ASC 250, Accounting Changes and Error Corrections. We have determined that these errors were~~ the ~~result~~ transfer of aall ~~material~~or ~~weakness~~substantially inall ~~proper technical analysis~~ of ~~debt/equity transactions, resulting in~~ the ~~conclusion that the~~ Company’s ~~internal~~assets ~~control~~to ~~over~~the ~~financial~~Assignee ~~reporting and~~ (the ~~Company’s disclosure controls and procedures were not effective~~“Assignment”). The Company ~~has~~entered ~~not~~into ~~filed, and does not intend to file, amendments to~~ the Assignment ~~previously~~Agreement ~~filed Quarterly Reports~~ on ~~Form~~April ~~10-Q for the quarters ended March 31~~14, ~~2024 and June 30, 2024, but instead is restating its unaudited interim condensed consolidated financial statements within September 30, 2024 Form 10-Q~~2026.

The ~~restatements~~foregoing ~~for~~descriptions of the ~~Company’s~~Assignment ~~previously~~Agreement ~~issued~~and ~~financial~~the ~~statements~~Assignment asare ofonly a summary and ~~for~~are qualified in their entirety by reference to the ~~quarterly~~complete ~~periods~~text ~~ended~~of ~~March~~the 31Assignment Agreement, ~~2024 and~~which ~~June~~is ~~30,~~filed ~~2024,~~as ~~included~~Exhibit ~~the~~10.1 ~~following:~~to this Current Report on Form 8-K and incorporated by reference herein.

Item 1. During the three and nine months ended September 30, 2024, the Company amended certain Convertible Notes – Units Private Placement and Convertible Notes - OID, extending their original maturity dates in 2024 by one year from their respective original maturity dates03. ~~Additionally,~~Bankruptcy ~~the~~or ~~detachable warrants attached to the Convertible Notes - OID had their maturity extended by two years~~Receivership. ~~The modifications resulted in:~~

●The information Acontained ~~difference~~above ~~between~~in ~~the~~Item ~~reacquisition price of the debt and the net carrying amount of the extinguished debt~~1.01 ●relating In the original filing, this difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt was incorrectly recorded as part of the convertible debt discount to ~~be amortized over~~ the ~~remaining~~Assignment ~~life~~Agreement ~~of the notes. ● In the amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024~~ and ~~June 30, 2024,~~ the ~~difference~~Assignment ~~will~~is behereby ~~correctly~~incorporated ~~recognized~~by inreference into ~~the~~this ~~other~~Item ~~income/expense of the period of extinguishment as loss and identified as a separate line item~~1.03.

2. The Assignee ~~original~~intends ~~Convertible~~to ~~Notes~~commence –an ~~Units~~assignment ~~Private~~for ~~Placement~~the ~~were~~benefit ~~modified.~~of ~~The~~creditors ~~modification~~proceeding ~~resulted~~by filing a petition in: the Circuit Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida in accordance with Chapter 727, Florida Statutes on or before April 17, 2026.

~~● A difference between the reacquisition price of the debt and the net carrying amount of the extinguished debt~~Item 2.01. ●Completion ~~In the original filing, this difference was incorrectly recorded as part~~ of ~~the~~Acquisition ~~convertible~~or ~~debt~~Disposition ~~discount to be amortized over the remaining life~~ of ~~the notes~~Assets. ~~● In the amendments, the difference will be correctly recognized in the income of the period of extinguishment as loss and identified as a separate line item.~~

3.The information ~~Additionally,~~contained ~~following~~above ~~the~~in ~~recalculation~~Item of1.01 ~~the~~relating ~~carrying value of the notes after extinguishment, the fair market value of the warrants attached~~ to the ~~Convertible~~Assignment ~~Notes~~Agreement ~~– Units Private Placement~~ and ~~Convertible Notes - OID increased. This adjustment impacted~~ the ~~Company’s~~Assignment ~~additional~~is ~~paid-in~~hereby ~~capital~~incorporated ~~and~~by ~~contributed~~reference into tothis ~~the~~Item ~~loss on extinguishment recognized in the period~~2.01.

~~Accordingly, investors~~Item 9.01. ~~should~~Financial noStatements ~~longer~~and ~~rely upon the Company’s previously released financial statements for the Non-Reliance Period~~Exhibits.

At(d) this time, the Company has completed its review and the expected financial impact of the Errors described above. The Company will file a Form 10-Q for quarter year ended September 30, 2024, as soon as practicable.Exhibits:

The foregoing changes will not have any impact on the Company’s cash position, cash flow, revenues or liquidity.

Exhibit No.		Description

10.1*		Assignment for the Benefit of Creditors, dated April 14, 2026, by and between Marizyme, Inc. and Peter Hurwitz

104		Cover Page Interactive Data File

~~The~~* ~~Audit~~Schedules ~~Committee~~(or ~~discussed~~similar ~~the~~attachments) ~~matters~~have ~~disclosed~~been inomitted from this ~~Current~~filing ~~Report~~pursuant onto ~~Form~~Item ~~8-K with the Company’s independent registered public accounting firm, WithumSmith&Brown, PC~~ 601(~~“Withum”~~a).(5) ~~The~~of ~~Company~~Regulation ~~has~~S-K. ~~provided~~A ~~Withum with a~~ copy of ~~the~~any ~~disclosures it~~omitted isschedule ~~making~~will inbe ~~response~~furnished to ~~this~~the ~~Item~~SEC 4upon request.~~02.~~

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARIZYME, INC.
Dated: March 4, 2025	By:	/s/ David Barthel
Dated: April 17, 2026	By:	/s/ David Barthel
	Name:	David Barthel
	Title:	Chief Executive Officer
	By:	/s/ George Kovalyov
	Name:	George Kovalyov
	Title:	Chief Financial Officer

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