MARIMED INC. (MRMD): debt financing — MariMed restructures $14.2M Series B obligation with $8M notes and 26.9M preferred shares

MARIMED INC.

Old Series B preferred (4,908,333 shares) cancelled, avoiding ~$14.2M cash payout upon mandatory conversion on Feb 28, 2026.
Issued $2M note due March 2028 at 8% and $6M note due March 2031 at 10% (reduces to 8% if $2M note repaid within 6 months).
Issued 26.9M shares of new Series B Convertible Preferred Stock with $0.25/sh liquidation preference ($6.725M aggregate).
New preferred ranks senior to common on dividends/liquidation; conversion options with VWAP-based mechanics.
Restructuring extinguished all prior obligations to Navy Capital Green; no stockholder approval was required.

item 1.01 item 2.03 item 3.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

MARIMED INC. incurred senior notes of principal amount of $6,000,000 with Navy Capital Green International, Ltd. and its affiliates at 10.0% per annum maturing March 1, 2031.

Instrument: senior notes
Principal: principal amount of $6,000,000
Counterparty: Navy Capital Green International, Ltd. and its affiliates
Rate: 10.0% per annum
Maturity: March 1, 2031
Event: incurrence

Exact text from the filing

the Company issued to Navy (i) two new promissory notes in the aggregate principal amount of $8,000,000, one in the principal amount of $2,000,000, due March 1, 2028, accruing interest at a rate of 8.0% per annum ("Note #1") and the other in the principal amount of $6,000,000, due March 1, 2031, accruing interest at a rate of 10.0% per annum (subject to reduction to 8% if Note #1 is paid in full within six (6) months of February 24, 2026) ("Note #2" collectively with Note #1, the "New Notes")

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Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

MARIMED INC. incurred senior notes of aggregate principal amount of $8,000,000 with Navy Capital Green International, Ltd. and its affiliates at 8.0% per annum maturing March 1, 2028.

Instrument: senior notes
Principal: aggregate principal amount of $8,000,000
Counterparty: Navy Capital Green International, Ltd. and its affiliates
Rate: 8.0% per annum
Maturity: March 1, 2028
Event: incurrence

Exact text from the filing

the Company issued to Navy (i) two new promissory notes in the aggregate principal amount of $8,000,000, one in the principal amount of $2,000,000, due March 1, 2028, accruing interest at a rate of 8.0% per annum ("Note #1")

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

MARIMED INC. issued 26,900,000 shares of New Series B Preferred Stock of preferred stock to Navy Capital Green International, Ltd. and its affiliates for extinguishment of Series B Obligation and cancellation of prior Series B Preferred Stock.

Security: preferred stock
Shares: 26,900,000 shares of New Series B Preferred Stock
Purchaser: Navy Capital Green International, Ltd. and its affiliates
Consideration: extinguishment of Series B Obligation and cancellation of prior Series B Preferred Stock

Exact text from the filing

On February 24, 2026, in connection with the Loan Restructuring Transaction described in Item 1.01 above, the Company issued 26,900,000 shares of New Series B Preferred Stock to Navy.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

MARIMED INC.: Filed a Second Amended and Restated Certificate of Designation to designate the rights and preferences of the New Series B Preferred Stock (effective 2026-02-26).

Change: charter amendment
Effective: 2026-02-26

Exact text from the filing

On February 26, 2026, in connection with the Loan Restructuring Transaction, the Company filed a Second Amended and Restated Certificate of Designation to designate the rights and preferences of the New Series B Preferred Stock with the Secretary of State of Delaware.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

MARIMED INC. entered into Restructuring and Exchange Agreement with Navy Capital Green International, Ltd. valued at $8,000,000 (effective 2026-02-24).

Action: entry
Counterparty: Navy Capital Green International, Ltd.
Value: $8,000,000
Effective: 2026-02-24

Exact text from the filing

On February 24, 2026, the Company and Navy entered into a Restructuring and Exchange Agreement (the “Restructuring and Exchange Agreement”) to address and restructure the Series B Obligation

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35 debt financings filed in the last 30 days. Browse all debt financings →

MARIMED INC. filing history →

Source: SEC EDGAR

accession 0001522767-26-000011

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