MARIMED INC. 8-K

What Happened
MariMed Inc. announced a Restructuring and Exchange Agreement with Navy Capital Green on February 24, 2026. The company cancelled the then-outstanding Series B Convertible Preferred Stock and extinguished an approximate $14.2 million conversion/settlement obligation that would have arisen on February 28, 2026. In exchange, MariMed issued two new promissory notes totaling $8,000,000 and 26,900,000 shares of a newly amended Series B Convertible Preferred Stock (the New Series B Preferred).

Key Details

• New debt: two promissory notes totaling $8,000,000 — Note #1: $2,000,000 due March 1, 2028 at 8.0% interest; Note #2: $6,000,000 due March 1, 2031 at 10.0% interest (rate may reduce to 8% if Note #1 is paid in full within six months).
• New preferred: 26,900,000 shares of New Series B Preferred with a $0.25 per-share liquidation preference (aggregate $6,725,000); non-voting but with class vote rights on key corporate actions.
• Conversion and timing: New Series B is convertible one-for-one into common stock at holder’s option anytime within five years; mandatory/automatic conversion rules and cash/stock settlement options apply on Feb 25, 2031 depending on the 60-day VWAP.
• Credit support: the New Notes are guaranteed by certain MariMed subsidiaries via a Subsidiary Guaranty.

Why It Matters
This transaction replaces a looming ~$14.2M cash-equivalent obligation with longer-term debt and convertible preferred stock, giving MariMed more time to manage cash flows but creating new financial obligations and potential equity dilution. The 26.9M convertible preferred shares could convert into common stock (one-for-one under many scenarios), representing a material potential increase in shares outstanding and seniority in dividends/liquidation over common stock. Investors should note the new interest-bearing debt, subsidiary guarantees, and the senior liquidation/dividend preference of the New Series B Preferred when assessing credit risk, cash needs and potential dilution.