0001522767FALSE00015227672024-11-062024-11-06

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): November 6, 2024
MARIMED INC.
(Exact name of registrant as specified in its charter)
Delaware0-5443327-4672745
(State or other jurisdiction
of incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)
10 Oceana Way
Norwood, MA 02062
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (781) 277-0007
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Title of each classTicker symbol(s)Name of each exchange on which registered
Not Applicable.Not Applicable.Not Applicable.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 2.02. Results of Operations and Financial Condition.
On November 6, 2024, MariMed Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference, announcing its financial results for the three- and nine-month periods ended September 30, 2024.

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


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MARIMED INC.
Dated: November 6, 2024
By:/s/ Mario Pinho
Mario Pinho
Chief Financial Officer


Exhibit 99.1
picture2.jpg
MariMed Reports Third Quarter 2024 Earnings

NORWOOD, MA, November 6, 2024 - MariMed Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQX: MRMD), a leading multi-state cannabis operator focused on improving lives every day, today announced its financial results for the third quarter ended September 30, 2024.

“We reported year-over-year and sequential revenue growth, sequential EBITDA and Net Income improvement, and we continue to generate positive operating cash flow,” said Jon Levine, Chief Executive Officer. “Our wholesale business continues to outpace the industry with another quarter of at least 20% year-over-year growth. Despite continued pressure on U.S. consumers, our retail business transactions grew year-over-year, driven by both same-store sales growth and the new dispensaries opened in the past 12 months. Our heavy investment phase is complete, as are the significant pre-opening expenses we incurred the past several years. We remain highly confident in our ability to grow revenue and profits long-term as our new assets ramp to their potential.”
Financial Highlights1
The following table summarizes the Company's consolidated financial highlights (in millions, except percentage amounts):
Three months ended
September 30,
Nine months ended
September 30,
2024
2023
2024
2023
Revenue$40.6 $38.8 $119.0 $109.7 
GAAP Gross margin41 %43 %42 %44 %
Non-GAAP Gross margin43 %45 %43 %45 %
GAAP Net loss
$(1.0)$(4.3)$(3.9)$(5.9)
Non-GAAP Net income (loss)
$0.5 $(3.1)$(0.3)$(2.2)
Non-GAAP Adjusted EBITDA$4.7 $6.1 $13.7 $19.4 
Non-GAAP Adjusted EBITDA margin12 %16 %12 %18 %
1 See the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures and additional information about non-GAAP measures in the section entitled “Discussion of Non-GAAP Financial Measures” below and in the financials information included herewith.
CONFERENCE CALL
MariMed management will host a conference call on Thursday, November 7, 2024 at 8:00 a.m. Eastern time, to discuss these results. The conference call may be accessed through MariMed’s Investor Relations website, or by clicking the following link: Q324 MRMD Earnings Call.


THIRD QUARTER 2024 OPERATIONAL HIGHLIGHTS
During the third quarter, the Company announced the following developments in the implementation of its strategic growth plan:
•July 2: Commenced adult-use sales at its Panacea Wellness dispensary in Quincy, Massachusetts. Additionally the Company announced it received a provisional dual-license for its Tiffin, Ohio dispensary.
•July 22: Commenced growing operations in its newly expanded cultivation facility in Hagerstown, Maryland. The new expansion should lead to a 100% increase in its flower yield, making MariMed one of the largest suppliers of flower in the state. The Company has already begun selling flower from this expansion through its retail and wholesale channels.
•August 7: Appointed Mario Pinho as the Company's Chief Financial Officer, effective August 9, 2024. Mr. Pinho is a CPA and finance executive with nearly 25 years of experience leading global organizations through various stages of dynamic growth. Most recently, he was CFO for the U.S. division of Rakuten, the global Internet Services, FinTech, and Mobile company.
•August 19: Opened Thrive Wellness dispensary in Upper Marlboro, Maryland, its second adult-use dispensary in the state. The Company also owns and operates a Thrive Wellness dispensary in Annapolis.
•September 24: Commenced non-medical cannabis sales at its Thrive Wellness dispensary in Tiffin, Ohio. The Company was also issued a license to open a second non-medical cannabis dispensary, which will be located in the greater Columbus area, the state's largest metro area.
OTHER DEVELOPMENTS
Subsequent to the end of the third quarter, the Company announced the following further developments:
•October 14: Commenced growing operations in its new cultivation facility in Mt. Vernon, Illinois. The new facility allows the Company to grow its award-winning, high-quality Nature's Heritage™ flower for distribution throughout the state. The Company expects the first harvest to be on shelves in the first quarter of 2025.
•October 29: Announced the commencement of manufacturing operations in Missouri. The Company plans to manufacture and build finished inventory of its award-winning edible and vape brands. MariMed expects to begin wholesale distribution of its branded products throughout the state by the end of November 2024.

"With 2024 nearly behind us, we continue to see margin improvements at our recently opened locations. This sets up 2025 as another year of strong financial results,” said Mario Pinho, Chief Financial Officer. “We have several organic catalysts to drive continued momentum for the foreseeable future. Additionally, we maintain one of the strongest balance sheets in the industry, enabling us to capitalize on attractive M&A opportunities in a market with depressed valuations.”
2024 FINANCIAL GUIDANCE
MariMed’s initial full-year 2024 financial targets reflected the organic growth of its existing operational assets, excluding any new revenue-generating projects that require regulatory approvals. Delays in securing regulatory approvals for these new assets have led to higher-than-anticipated pre-opening costs and a longer ramp-up period than initially forecasted. Consequently, the Company is updating its full-year 2024 financial targets as follows:

•Revenue Growth: Increased to 6%–8%, from the previous target of 5%–7%.


•Non-GAAP Adjusted EBITDA: Revised to a decline of 18%–20%, compared to the previous target of 0%–2% growth.
•Capital Expenditures: Revised to $11 million, up from the previous target of $10 million.
DISCUSSION OF NON-GAAP FINANCIAL MEASURES
MariMed’s management uses several different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall performance of its business, making operating decisions, and planning and forecasting future periods. The Company has provided in this release several non-GAAP financial measures: Non-GAAP Gross margin, Non-GAAP Net income (loss), Non-GAAP Adjusted EBITDA and non-GAAP Adjusted EBITDA margin, as supplements to Revenue, Gross margin, Net income (loss) and other financial measures prepared in accordance with GAAP.
Management believes these non-GAAP financial measures are useful in reviewing and assessing the performance of the Company, and when planning and forecasting future periods, as they provide meaningful operating results by excluding the effects of expenses that are not reflective of its operating business performance. In addition, the Company’s management uses these non-GAAP financial measures to understand and compare operating results across accounting periods and for financial and operational decision-making. The presentation of these non-GAAP measures is not intended to be considered in isolation or as a substitute for the financial information prepared in accordance with GAAP.
Management believes that investors and analysts benefit from considering non-GAAP financial measures in assessing the Company’s financial results and its ongoing business, as it allows for meaningful comparisons and analysis of trends in the business. In particular, non-GAAP adjusted EBITDA is used by many investors and analysts themselves, along with other metrics, to compare financial results across accounting periods and to those of peer companies.
As there are no standardized methods of calculating non-GAAP financial measures, the Company’s calculations may differ from those used by analysts, investors and other companies, even those within the cannabis industry, and therefore may not be directly comparable to similarly titled measures used by others.
Management defines non-GAAP Adjusted EBITDA as income (loss) from operations, determined in accordance with GAAP, excluding the following items:

•depreciation of fixed assets;
•amortization of acquired intangible assets;
•Impairment or write-downs of intangible assets;
•stock-based compensation;
•legal settlements; and
•acquisition-related and other expenses.
For further information, please refer to the publicly available financial filings available on MariMed's Investor Relations website, as filed with the U.S. Securities and Exchange Commission, or as filed with the Canadian securities regulatory authorities on the SEDAR website.
ABOUT MARIMED
MariMed Inc. is a leading multi-state cannabis operator, known for developing and managing state-of-the-art cultivation, production, and retail facilities. Our award-winning portfolio of cannabis brands, including Betty's Eddies™, Bubby’s Baked™, Vibations™, InHouse™, and Nature’s Heritage™, sets us apart as an industry leader. These trusted brands, crafted with quality and innovation, are recognized and loved by consumers across the country. With a


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

# # #


MariMed Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
September 30,
2024		December 31,
2023
Assets  
Current assets:  
Cash and cash equivalents$9,788 $14,645 
Accounts receivable, net7,321 7,199 
Inventory34,975 25,306 
Deferred rents receivable575 630 
Notes receivable, current portion52 52 
Investments, current portion— 88 
Due from related parties302 105 
Other current assets3,667 3,407 
Total current assets56,680 51,432 
Property and equipment, net95,496 89,103 
Intangible assets, net19,522 17,012 
Goodwill15,812 11,993 
Investments, net of current portion— 221 
Notes receivable, net of current portion814 814 
Operating lease right-of-use assets8,977 9,716 
Finance lease right-of-use assets4,278 3,295 
Other assets11,102 12,537 
Total assets$212,681 $196,123 
   
Liabilities, mezzanine equity and stockholders’ equity
Current liabilities:
Mortgages and notes payable, current portion$4,371 $723 
Accounts payable12,983 9,001 
Accrued expenses and other6,276 3,549 
Income taxes payable17,042 14,434 
Operating lease liabilities, current portion1,974 1,945 
Finance lease liabilities, current portion1,951 1,210 
Total current liabilities44,597 30,862 
Mortgages and notes payable, net of current portion71,120 65,652 
Operating lease liabilities, net of current portion7,784 8,455 
Finance lease liabilities, net of current portion2,239 2,140 
Other liabilities100 100 
Total liabilities125,840 107,209 
  
Commitments and contingencies
  
Mezzanine equity  
Series B convertible preferred stock14,725 14,725 
Series C convertible preferred stock4,275 4,275 
Total mezzanine equity19,000 19,000 
Stockholders’ equity  
Common stock381 375 
Additional paid-in capital173,111 171,144 
Accumulated deficit(103,915)(99,955)
Noncontrolling interests(1,736)(1,650)
Total stockholders’ equity67,841 69,914 
Total liabilities, mezzanine equity and stockholders’ equity$212,681 $196,123 


MariMed Inc.
Condensed Consolidated Statements of Operations
(in thousands, except percentages and per share amounts)
(unaudited)
Three months ended Nine months ended
September 30,
September 30,
2024202320242023
Revenue$40,591 $38,800 $118,962 $109,699 
Cost of revenue23,813 21,962 68,803 61,097 
Gross profit16,778 16,838 50,159 48,602 
     
Gross margin41.3 %43.4 %42.2 %44.3 %
Operating expenses:
Personnel7,255 5,916 20,678 16,191 
Marketing and promotion1,828 1,585 5,446 4,397 
General and administrative6,100 6,135 19,044 15,520 
Acquisition-related and other371 32 805 647 
Bad debt(116)(122)(131)(127)
Total operating expenses15,438 13,546 45,842 36,628 
Income from operations1,340 3,292 4,317 11,974 
Interest and other (expense) income:
Interest expense(1,705)(2,482)(5,058)(7,627)
Interest income25 29 76 243 
Other expense, net— (646)(50)(1,556)
Total interest and other expense, net(1,680)(3,099)(5,032)(8,940)
(Loss) income before income taxes(340)193 (715)3,034 
Provision for income taxes655 4,462 3,211 8,902 
Net loss(995)(4,269)(3,926)(5,868)
Less: Net income (loss) attributable to noncontrolling interests16 (10)34 (6)
Net loss attributable to common stockholders$(1,011)$(4,259)$(3,960)$(5,862)
Net loss per share attributable to common stockholders:
Basic$(0.00)$(0.01)$(0.01)$(0.02)
Diluted$(0.00)$(0.01)$(0.01)$(0.02)
Weighted average common shares outstanding:    
Basic380,599 373,081 378,449 359,156 
Diluted380,599 373,081 378,449 359,156 


MariMed Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Nine months ended
September 30,
20242023
Cash flows from operating activities:
Net loss attributable to common stockholders$(3,960)$(5,862)
Net income (loss) attributable to noncontrolling interests34 (6)
Adjustments to reconcile net loss to cash provided by operating activities:
Depreciation and amortization of property and equipment5,749 3,838 
Amortization of intangible assets2,065 2,181 
Stock-based compensation772 801 
Amortization of warrants issued as payment for services received218 — 
Amortization of original debt issuance discount— 206 
Amortization of debt discount265 2,559 
Amortization of debt issuance costs55 — 
Payment-in-kind interest151 301 
Bad debt income(131)(127)
Obligations settled with common stock7 463 
(Gain) loss on disposal of assets(20)906 
Gain on finance lease adjustment— (31)
Write-down of prepaid purchase consideration— 200 
Loss (gain) on changes in fair value of investments145 (16)
Changes in operating assets and liabilities:
Accounts receivable, net9 (2,065)
Deferred rents receivable55 55 
Inventory(9,669)(4,728)
Other current assets404 2,040 
Other assets1,434 (300)
Accounts payable4,220 1,868 
Accrued expenses and other2,786 (132)
Income taxes payable2,609 2,525 
Net cash provided by operating activities7,198 4,676 
  
Cash flows from investing activities:
Purchases of property and equipment(10,902)(14,749)
Business combinations, net of cash acquired, and asset purchases(4,250)(2,987)
Advances toward future business combinations and asset purchases— (250)
Purchases of investments— (187)
Purchases and renewals of cannabis licenses(663)(626)
Issuance of notes receivable— (879)
Proceeds from notes receivable13 99 
Return on investment44 — 
Proceeds from disposal of assets22 — 
Due from related party(197)(58)
Net cash used in investing activities(15,933)(19,637)


Nine months ended
September 30,
20242023
   
Cash flows from financing activities:
Proceeds from term loan— 29,100 
Proceeds from Construction to Permanent Commercial Real Estate Mortgage Loan5,077 — 
Proceeds from mortgages1,163 — 
Payment of third-party debt issuance costs in connection with debt— (1,798)
Principal payments of term loan— (1,500)
Principal payments of mortgages(207)(489)
Repayment and retirement of mortgages— (778)
Principal payments of promissory notes(783)(30)
Repayment and retirement of promissory notes— (5,503)
Proceeds from exercise of stock options— 109 
Principal payments of finance leases(1,252)(500)
Distributions(120)(128)
Net cash provided by financing activities3,878 18,483 
  
Net (decrease) increase in cash and cash equivalents(4,857)3,522 
Cash and equivalents, beginning of year14,645 9,737 
Cash and cash equivalents, end of period$9,788 $13,259 


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

 Three months endedNine months ended
September 30,September 30,
 2024202320242023
Non-GAAP Adjusted EBITDA
GAAP Income from operations$1,340 $3,292 $4,317 $11,974 
Depreciation and amortization of property and equipment1,803 1,591 5,749 3,838 
Amortization of acquired intangible assets882 844 2,065 2,181 
Stock-based compensation280 296 772 801 
Acquisition-related and other371 32 805 647 
Adjusted EBITDA$4,676 $6,055 $13,708 $19,441 
Non-GAAP Adjusted EBITDA Margin (Non-GAAP adjusted EBITDA as a percentage of revenue)
GAAP Income from operations3.3 %8.5 %3.6 %10.9 %
Depreciation and amortization of property and equipment4.4 %4.0 %4.9 %3.5 %
Amortization of acquired intangible assets2.2 %2.2 %1.7 %2.0 %
Stock-based compensation0.7 %0.8 %0.6 %0.7 %
Acquisition-related and other0.9 %0.1 %0.7 %0.6 %
Adjusted EBITDA margin11.5 %15.6 %11.5 %17.7 %

GAAP Gross margin41.3 %43.4 %42.2 %44.3 %
Amortization of acquired intangible assets1.3 %1.1 %0.9 %1.0 %
Non-GAAP Gross margin42.6 %44.5 %43.1 %45.3 %


GAAP Net loss$(995)$(4,269)$(3,926)$(5,868)
Amortization of acquired intangible assets882 844 2,065 2,181 
Stock-based compensation280 296 772 801 
Acquisition-related and other371 32 805 647 
Non-GAAP net income (loss)$538 $(3,097)$(284)$(2,239)


MariMed Inc.
Supplemental Information
Revenue Components
(in thousands)
(unaudited)

Three months endedNine months ended
September 30,September 30,
2024202320242023
Product revenue:
Product revenue - retail$23,384 $24,121 $69,353 $71,640 
Product revenue - wholesale16,310 13,643 46,683 35,050 
Total product revenue39,694 37,764 116,036 106,690 
Other revenue897 1,036 2,926 3,009 
Total revenue$40,591 $38,800 $118,962 $109,699 

v3.24.3
Cover
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name MARIMED INC.
Entity Incorporation, State or Country Code DE
Entity File Number 0-54433
Entity Tax Identification Number 27-4672745
Entity Address, Address Line One 10 Oceana Way
Entity Address, City or Town Norwood
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02062
City Area Code (781)
Local Phone Number 277-0007
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001522767
Amendment Flag false
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