UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c) Effective May 11, 2022, MariMed Inc. (the “Company”) appointed Susan M. Villare as the Company’s Chief Financial Officer. In connection and contemporaneously with Ms. Villare’s appointment, Jon Levine, the Chief Financial Officer of the Company at the time of her appointment, was promoted to the position of Chief Administrative Officer of the Company. There is no existing family relationship between Ms. Villare and any director or executive officer of the Company.
Ms. Villare did not previously have any direct or indirect interest in any transactions with the Company that requires disclosure under Item 404(a) of Regulation S-K.
In connection with Ms. Villare’s appointment she:
| ● | received an inducement award of (i) 350,000 restricted shares of the Company’s common stock (“Common Stock”), subject to vesting; and (ii) stock options for an aggregate of 400,000 shares Common Stock exercisable at the fair market value per share of Common Stock on the grant date, subject to vesting; | |
| ● | will receive annual base compensation of $285,000; | |
| ● | will be eligible to receive an annual performance bonus equal to 35% of her then applicable base salary; | |
| ● | will be entitled to participate in a Company sponsored medical plan and in all other benefit plans or programs adopted and maintained by the Company; and | |
| ● | will be entitled to a severance payment under certain circumstances. |
BIOGRAPHICAL INFORMATION
The principal occupation and brief summary of Ms.Villare’s background is as follows:
Susan M. Villare, age 53, served as the Senior Vice President of Financial Planning and Analysis and Treasurer of Ribbon Communications, Inc. (“Ribbon”), a global provider of real time communications technology and IP optical networking solutions, from February 2012 through April 2022. Prior to Ribbon, Ms. Villare held senior leadership positions in the Finance departments of BigBand Networks, Inc., Burst Media and MatrixOne, Inc. Before her in-house career, Ms. Villare was a senior auditor at Pricewaterhouse and is a certified public accountant. She holds a Bachelor of Science in Accounting from Boston College.
(e) Effective May 11, 2022, in connection and consistent with Mr. Levine’s promotion to the position of Chief Administrative Officer of the Company, Mr. Levine’s employment agreement with the Company was amended to change his title to Chief Administrative Officer, and to reflect responsibilities and duties commensurate with that position. A copy of the form of amendment to his employment agreement is attached as Exhibit 10.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 10.1 | Form of Second Amendment to Employment Agreement, effective as of May 11, 2022, between MariMed Inc. and Jon R. Levine. | |
| 10.2 | Form of Stock Option Agreement, dated May 2, 2022, with Susan M. Villare. | |
| 10.3 | Form of Restricted Stock Grant Agreement, dated May 2, 2022, with Susan M. Villare. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document). |
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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: May 18, 2022 | ||
| By: | /s/ Robert Fireman | |
| Robert Fireman, Chief Executive Officer | ||
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