--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-23-018164" form_type: "8-K" ticker: null cik: "0001413754" company_name: "MARIZYME, INC." filed_at: "2023-05-18T23:59:59+00:00" generated_at: "2026-06-14T21:05:27.843671+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Marizyme closes $1M initial tranche of $10M private placement; files 1-for-15 forward stock split ## Summary - Initial closing: Walleye invested $1M for 11,764,710 units; net proceeds $870K after fees. - Each unit: 15% OID convertible note (principal $1,176,471, conversion $0.10) plus two warrants at $0.10 and $0.20 per share. - Sixth Certificate of Change (May 15) increases authorized common stock from 20M to 300M shares and effects 1-for-15 forward split. - Placement agent Univest receives 8% cash fee, expense reimbursement up to $200K, and 8% warrant coverage. - Convertible notes mature in 9 months, bear 10% interest, and are subordinated to senior debt. ## SEC filing metadata - accession: 0001493152-23-018164 - form_type: 8-K - cik: 0001413754 - company_name: MARIZYME, INC. - filed_at: 2023-05-18T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 3.03, 1.01, 2.03, 3.02, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1413754/000149315223018164/0001493152-23-018164-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1413754/000149315223018164/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-23-018164 - JSON: https://secwatch.observer/filing/0001493152-23-018164.json - Plain text: https://secwatch.observer/filing/0001493152-23-018164.txt ## Key facts - Debt Financings MARIZYME, INC. incurred convertible notes of $1,176,471 with Walleye Opportunities Master Fund Ltd. at 10% of interest per annum on the outstanding principal amount maturing in nine months from the date of the Initial Closing. - Instrument: convertible notes - Principal: $1,176,471 - Counterparty: Walleye Opportunities Master Fund Ltd. - Rate: 10% of interest per annum on the outstanding principal amount - Maturity: in nine months from the date of the Initial Closing - Event: incurrence source text: Fund Ltd. (“Walleye”) paid a subscription amount of $1,000,000 and the Company issued Walleye 11,764,710 Units consisting of (i) a Convertible Note in the principal amount of $1,176,471, convertible into 11,764,710 shares of common stock plus additional shares based on accrued interest at $0.10 per share, subject to adjustment (the “Initial Convertible Note”), evidence_url: https://www.sec.gov/Archives/edgar/data/1413754/000149315223018164/0001493152-23-018164-index.htm - Material Agreements MARIZYME, INC. entered into Placement Agent Agreement with Univest Securities, LLC valued at exclusive placement agent for private placement of units (effective 2023-05-12). - Action: entry - Agreement: underwriting - Counterparty: Univest Securities, LLC - Value: exclusive placement agent for private placement of units - Effective: 2023-05-12 source text: The Company retained Univest Securities, LLC (“Univest”), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”), to act as its exclusive placement agent in connection with the sale of the Units pursuant to the Purchase Agreement. evidence_url: https://www.sec.gov/Archives/edgar/data/1413754/000149315223018164/0001493152-23-018164-index.htm - Material Agreements MARIZYME, INC. entered into Convertible Promissory Note (Initial Closing) with Walleye Opportunities Master Fund Ltd. valued at principal amount of $1,176,471, convertible into 11,764,710 shares of common stock at $0.10 per shar (effective 2023-05-12). - Action: entry - Agreement: notes offering - Counterparty: Walleye Opportunities Master Fund Ltd. - Value: principal amount of $1,176,471, convertible into 11,764,710 shares of common stock at $0.10 per shar - Effective: 2023-05-12 source text: As part of the Initial Closing and on the same date, Walleye Opportunities Master Fund Ltd. (“Walleye”) paid a subscription amount of $1,000,000 and the Company issued Walleye 11,764,710 Units consisting of (i) a Convertible Note in the principal amount of $1,176,471, convertible into 11,764,710 shares of common stock plus additional shares based on accrued interest at $0.10 per share, subject to adjustment (the “Initial Convertible Note”), (ii) a Class E Warrant for the purchase of 14,705,880 shares of common stock (the “Initial Class E Warrant”), and (iii) a Class F Warrant for the purchase of 14,705,880 shares of common stock at $0.20 per share, subject to adjustment (the “Initial Class F Warrant”). evidence_url: https://www.sec.gov/Archives/edgar/data/1413754/000149315223018164/0001493152-23-018164-index.htm - Material Agreements MARIZYME, INC. entered into Unit Purchase Agreement with accredited investors valued at up to $10,000,000 for up to 100,000,000 units (effective 2023-05-12). - Action: entry - Agreement: equity purchase - Counterparty: accredited investors - Value: up to $10,000,000 for up to 100,000,000 units - Effective: 2023-05-12 source text: On May 12, 2023, Marizyme, Inc. (the “Company”) conducted the initial closing (the “Initial Closing”) of a private placement of up to $10,000,000 for an aggregate of up to 100,000,000 units (the “Units”) under a Unit Purchase Agreement, dated as of the same date, with accredited investors (the “Purchase Agreement”), each consisting of (i) a 15% original issue discount unsecured subordinated convertible promissory note (each, a “Convertible Note” and collectively, the “Convertible Notes”), convertible into shares of common stock plus additional shares based on accrued interest at $0.10 per share, subject to adjustment, (ii) a warrant for the purchase of 125% of the shares of common stock into which the related Convertible Notes may be converted at $0.10 per share, subject to adjustment (the “Class E Warrant”), and (iii) a warrant for the purchase of 125% of the shares of common stock into which the related Convertible Note may be converted at $0.20 per share, subject to adjustment (each evidence_url: https://www.sec.gov/Archives/edgar/data/1413754/000149315223018164/0001493152-23-018164-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.