MariMed holders approve reverse split up to 1-for-100
MariMed Inc. (MRMD) stockholders approved an amendment authorizing a proposed reverse split of common stock at a ratio from 1-for-50 to 1-for-100, with the board choosing the exact ratio.
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Form Type
8-K
Rhea-AI Filing Summary
MariMed Inc. (MRMD) stockholders approved an amendment authorizing a proposed reverse split of common stock at a ratio from 1-for-50 to 1-for-100, with the board choosing the exact ratio. The board has not determined whether or when to implement it and may abandon the proposal.
At the October 28, 2026 special meeting, the amendment received 219,026,236 votes for, 46,400,304 against and 221,869 abstentions. The adjournment proposal also passed, receiving 222,642,573 votes for, 39,820,076 against and 3,185,760 abstentions. If implemented, the split would reduce outstanding shares by the applicable ratio and would not by itself change proportional ownership or voting power, except for fractional-share adjustments.
Filing Explained
Under the approved reverse-split proposal, MariMed says holders otherwise entitled to fractional shares would receive cash instead of fractional shares.
8-K Event Classification
3 items: 5.07, 8.01, 9.01
3 items
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Authorized reverse split ratio range: 1-for-50 to 1-for-100
Amendment proposal votes for: 219,026,236 votes
Amendment proposal votes against: 46,400,304 votes
+4 more
7 metrics
Authorized reverse split ratio range
1-for-50 to 1-for-100
Range approved by stockholders; the board would determine the exact ratio
Amendment proposal votes for
219,026,236 votes
Special meeting vote
Amendment proposal votes against
46,400,304 votes
Special meeting vote
Amendment proposal abstentions
221,869 votes
Special meeting vote
Adjournment proposal votes for
222,642,573 votes
Special meeting vote
Adjournment proposal votes against
39,820,076 votes
Special meeting vote
Adjournment proposal abstentions
3,185,760 votes
Special meeting vote
Key Terms
Reverse Stock Split, fractional shares, proportional ownership, national securities exchange
4 terms
Reverse Stock Split technical
"approved an amendment to effect a reverse stock split"
A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.
proportional ownership technical
"would not, by itself, change a stockholder’s proportional ownership"
national securities exchange regulatory
"potential listing of the Company’s common stock on a U.S. national securities exchange"
A national securities exchange is a regulated marketplace where buyers and sellers trade stocks, bonds and other securities and where companies meet requirements to have their shares available to the public. It matters to investors because the exchange enforces rules, provides transparent prices and a steady flow of buyers and sellers—like a supervised marketplace that helps ensure fair pricing, easier buying and selling, and basic investor protections.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How will MariMed determine the reverse split ratio?
The board would determine the final ratio based on market conditions and other relevant considerations, potentially including requirements associated with a potential listing of MariMed common stock on a U.S. national securities exchange.
Would the reverse split guarantee MariMed a U.S. national securities exchange listing?
MariMed stated there can be no assurance that it will be eligible for listing on a U.S. national securities exchange or that the reverse split will enable it to satisfy all applicable listing requirements.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): October 28, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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 class | Ticker 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 5.07. Submission of Matters to Vote of Security Holders.
On October 28, 2026, MariMed Inc. (the "Company") held a special meeting of stockholders (the "Special Meeting") to consider and vote on the matters listed below. The proposals are described in detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on September 22, 2026. At the Special Meeting, the Company's stockholders:
1.approved an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its common stock, par value $0.001 per share (“Common Shares”), by a ratio of not less than one-for-fifty (1-for-50) and not more than one-for-one hundred (1-for-100) (the “Reverse Stock Split”), with the exact ratio to be determined by the Company’s board of directors (the “Board”) in its sole discretion (without reducing the authorized number of Common Shares) and with the Board retaining the discretion to abandon the proposed amendment and not effect the Reverse Stock Split (the “Amendment Proposal”); and
2.approved the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event there were insufficient votes in favor of the Amendment Proposal (the “Adjournment Proposal”).
The specific votes were as follows:
1. The Amendment Proposal:
| VOTES | ||||||||||||||
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 219,026,236 | 46,400,304 | 221,869 | ||||||||||||
2. The Adjournment Proposal:
| VOTES | ||||||||||||||
| FOR | AGAINST | ABSTAIN | ||||||||||||
| 222,642,573 | 39,820,076 | 3,185,760 | ||||||||||||
Notwithstanding stockholder approval of the Amendment Proposal, the Board has not determined whether or when to effect the Reverse Stock Split and retains the discretion to abandon the Reverse Stock Split.
Item 8.01. Other Events.
On October 29, 2026, the Company issued a press release announcing the voting results for the Special Meeting. A copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | Press release, dated October 29, 2026. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
**********
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: October 29, 2026 | ||||||||
| By: | /s/ Mario Pinho | |||||||
| Mario Pinho | ||||||||
| Chief Financial Officer | ||||||||
Exhibit 99.1
MariMed Stockholders Approve
Proposed Reverse Stock Split
NORWOOD, MA, October 29, 2026 - MariMed Inc. (“MariMed” or the “Company”) (CSE: MRMD) (OTCQB: MRMD), a leading multi-state cannabis operator focused on improving lives every day, today announced that the Company’s Stockholders approved a proposed reverse stock split of the Company’s common stock (the “Reverse Stock Split”) at a Special Meeting of Stockholders (the “Special Meeting”) held October 28, 2026.
“I want to thank our Shareholders for their overwhelming support in approving the Reverse Stock Split proposal and authorizing our Board to determine whether and when to implement it,” said Jon Levine, Chief Executive Officer of MariMed.
There can be no assurance that the Board will determine to implement the Reverse Stock Split, that MariMed will be eligible for listing on a U.S. national securities exchange, that the Reverse Stock Split will enable the Company to satisfy all applicable listing requirements, or that the Reverse Stock Split will result in a sustained increase in the trading price or liquidity of the Company’s common stock.
Reverse Stock Split Details
The Company’s stockholders approved the following:
•The Board is authorized to determine whether and when to implement the Reverse Stock Split at a ratio of between one for fifty and one for one-hundred, in its discretion. The Board would determine the final ratio based on market conditions and other relevant considerations, including, potentially, the requirements associated with a potential listing of the Company’s common stock on a U.S. national securities exchange.
•The Board retains the discretion not to implement the Reverse Stock Split if it determines that doing so would not be in the best interests of the Company and its stockholders.
•No fractional shares would be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive a fractional share as a result of the Reverse Stock Split will instead receive a cash payment in lieu thereof.
If the Reverse Stock Split is implemented:
•The number of shares of MariMed common stock outstanding would be reduced by the applicable split ratio. The Reverse Stock Split would not, by itself, change a stockholder’s proportional ownership or voting power in the Company, except for any adjustments resulting from the treatment of fractional shares.
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 the potential implementation of the Reverse Split, the proposed listing of the Company’s common stock on a national exchange and the affect and impact of the Reverse Split, 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 the Company’s 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. The Company’s 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, its 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 the Company’s 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 the Company’s 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.
Neither the CSE nor its Regulation Services accepts responsibility for the adequacy or accuracy of this release.
For More Information Contact:
Howard Schacter, Chief Communications Officer
Email: hschacter@marimedinc.com
Phone: (781) 277-0007
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