Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in its Current Report on Form 8-K filed on December 27,
2021 (the "December 2021 8-K"), its Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2021 filed on August 23, 2021, as amended on
November 22, 2021 (the "June 2021 10-Q"), its Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2021 filed on November 22, 2021 (the
"September 2021 10-Q"), its Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2022 (the "March 2022 10-Q"), its Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2022 (the "June 2022 10-Q"),
in May 2021, Marizyme, Inc. (the "Company") entered into a placement agency
agreement with Univest Securities, LLC ("Univest"), as placement agent, to
conduct a private placement of secured convertible promissory notes together
with two classes of warrants to purchase shares of common stock, par value
$0.001 per share (the "Common Stock"), directly to one or more investors through
Univest, as placement agent. On May 27, 2021, in connection with the private
placement, the Company entered into a unit purchase agreement with several
investors, under which it agreed to offer, in one or more closings, units at a
price per unit of $2.50, comprised of, (i) a 10% secured convertible promissory
note, with principal and accrued interest convertible into Common Stock at an
initial price per share of $2.50, subject to adjustment, maturing in two years;
(ii) a warrant to purchase a share of Common Stock (the "Class A Warrants"), at
a price per share of the lower of (i) $3.13 per share of Common Stock, or (ii)
the lesser of (a) 75% of the cash price per share to be paid by the purchasers
in an equity financing with a gross aggregate amount of securities sold of not
less than $10,000,000 (a "qualified financing"), provided that the Company is
listed on a trading market that is a senior exchange such as The Nasdaq Stock
Market LLC ("Nasdaq") or the New York Stock Exchange ("NYSE") at the time of
such financing, and (b) $2.50, subject to adjustment; and (iii) a Class B Common
Stock Purchase Warrant to purchase one share of Common Stock (the "Class B
Warrants"), with an exercise price of $5.00 per share, subject to adjustment
(such private placement and as subsequently modified, the "Units Private
Placement"). The share amounts and per-share dollar amounts disclosed in this
Item 1.01 do not give effect to any reverse stock splits or forward stock splits
of the authorized and issued and outstanding shares of Common Stock. See Item
3.03 of this report for related discussion of certain stock splits and their
general effects on share amounts and per-share dollar amounts.
As reported in the June 2021 10-Q, from May 2021 to July 2021, the Company sold
units in the Units Private Placement for aggregate gross proceeds of $1,174,945.
As reported in the September 2021 10-Q in Note 9 to the financial statements
contained therein, as of November 29, 2021, the Company and the existing unit
holders agreed that (i) the price per unit for subsequent sales of units in the
Units Private Placement would be reduced from $2.50 per unit to $2.25 per unit,
(ii) the conversion price of the outstanding and subsequent convertible notes
would be reduced from $2.50 per share to $2.25 per share, (iii) all outstanding
Class A Warrants and Class B Warrants would be cancelled and replaced with Class
C Common Stock Purchase Warrants ("Class C Warrants"), allowing the purchase of
the same total amount of shares as had been provided for under the cancelled
warrants, and (iv) future units would be comprised of the modified convertible
notes and Class C Warrants for the purchase of two shares per unit at the
warrants' exercise price. As modified, the Convertible Notes provided that in
the event the Company consummates a qualified financing, and provided that the
Company is listed on a trading market that is a senior exchange such as Nasdaq
or the NYSE and the shares into which the convertible notes may be converted may
be issued or resold under an effective registration statement, then all
outstanding principal, together with all unpaid accrued interest, under the
convertible notes, would automatically convert into shares of Common Stock at
the lesser of (i) 75% of the cash price per share paid in the qualified
financing and the otherwise applicable conversion price. In addition, if at any
time following the sixty (60) day anniversary of the final closing date or
termination of this private placement, and provided there is an effective
registration statement permitting the issuance or resale of the shares of Common
Stock into which the convertible notes may be converted, if (A) the Common Stock
is listed on a senior national securities exchange, (B) the daily
volume-weighted average price for the prior twenty (20) consecutive trading days
is $6.00 or more (adjusted for splits and similar distributions) and (C) the
daily trading volume is at least $1,000,000 during such twenty (20)-day period,
then the Company would have the right to require the convertible notes to
convert all or any portion of the principal and accrued interest then remaining
under the note into shares of Common Stock at the above conversion price in
effect on the mandatory conversion date. The Class C Warrants have an exercise
price equal to the lower of (i) $2.25 per share, subject to adjustment, or (ii)
75% of the cash price per share paid by the purchasers in a qualified financing.
As a result of these changes, the Company cancelled and exchanged an aggregate
of $1,225,115 of principal and interest under the outstanding convertible notes
for modified convertible notes in the aggregate principal amount of $1,225,115,
convertible into 544,492 shares of Common Stock, plus additional shares based on
accrued interest, and issued, in exchange for the Class A Warrants and Class B
Warrants, Class C Warrants for the purchase of approximately 1,088,991 shares of
Common Stock at $2.25 per share.
As reported in the December 2021 8-K, on December 2, 2021, the Company sold
units in the Units Private Placement for aggregate gross proceeds of $222,500.
2
As reported in the December 2021 8-K, on December 21, 2021, under certain
Exchange Agreements (collectively, the "November Exchange Agreements"), the
Company and the existing unit holders agreed that (i) the price per unit for
subsequent sales of units in the Units Private Placement would be reduced from
$2.25 per unit to $1.75 per unit, (ii) the conversion price of the outstanding
and subsequent convertible notes (the "Convertible Notes"), would be reduced
from $2.25 per share to $1.75 per share, and (iii) all outstanding Class C
Warrants would be cancelled and replaced with new Class C Warrants with
substantially the same terms as the previous Class C Warrants. The Convertible
Notes and Class C Warrants were also modified in this and subsequent closings to
provide that a lower price per share, or more favorable terms, respectively,
under subsequent equity issuances, not including qualified financings and
certain other exempt issuances, will be applicable to the conversion or exercise
rights under the Convertible Notes and Class C Warrants, respectively. As a
. . .
Item 3.03 Material Modification to Rights of Security Holders.
As previously reported in the Company's Current Report on Form 8-K filed on
August 3, 2022, on August 1, 2022, the board of directors (the "Board") of
Marizyme, Inc. (the "Company") adopted resolutions authorizing a decrease of the
authorized shares of Common Stock from 75,000,000 to 18,750,000 and
corresponding decrease of every four (4) shares of the Company's issued and
outstanding shares of Common Stock into one (1) share (the "First Reverse Stock
Split"). In accordance with such Board approval, on August 3, 2022, the Company
filed a Certificate of Change Pursuant to Nevada Revised Statutes ("NRS") 78.209
(the "First Certificate of Change") with the Secretary of State of the State of
Nevada (the "Nevada Secretary of State"), which provided for the First Reverse
Stock Split. Pursuant to NRS Section 78.209(3), the First Certificate of Change
became effective at the time of the filing, 10:08 AM Pacific Time, of such
filing on the same date (the "First Certificate of Change Effective Time").
As previously reported in the Company's Current Report on Form 8-K filed on
January 5, 2023, on August 26, 2022, the Board adopted resolutions authorizing,
and empowering the Company's officers to take all such further actions as
necessary, proper, or advisable to carry out, among other actions, the filing of
an amendment to the Company's Articles of Incorporation, to increase the number
of authorized shares of Common Stock of the Company from 18,750,000 shares of
Common Stock to 75,000,000 shares of Common Stock (the "Authorized Capital
Increase"). The Board directed that the Company hold an annual meeting of
stockholders on December 27, 2022 in order to submit the proposed amendment to
the stockholders for approval. On December 27, 2022, the Company held its 2022
Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting,
stockholders holding shares in the Company representing at least a majority of
the voting power approved, among other matters, the Authorized Capital Increase.
Accordingly, on December 30, 2022, the Company filed a Certificate of Amendment
Pursuant to NRS 78.380 & 78.390 (the "Certificate of Amendment") with the Nevada
Secretary of State, which provided for the Authorized Capital Increase. Pursuant
to NRS Section 78.390(6), the Certificate of Amendment became effective at the
time of such filing, 11:00 AM Pacific Time, on the same date (the "Certificate
of Amendment Effective Time").
On January 3, 2023, the Board adopted resolutions authorizing a decrease of the
Company's authorized shares of Common Stock from 75,000,000 to 20,000,000 and a
corresponding change of every three-and-three-quarters (3.75) shares of Common
Stock to one (1) issued and outstanding share (the "Second Reverse Stock Split")
in order to effect an aggregate one (1) for fifteen (15) reverse stock split
together with the First Reverse Stock Split. In accordance with such Board
approval, on January 5, 2023, a Certificate of Change Pursuant to NRS 78.209
(the "Second Certificate of Change") was filed with the Nevada Secretary of
State, which provided for the Second Reverse Stock Split. Pursuant to NRS
Section 78.209(3), the Second Certificate of Change became effective at the time
of such filing, 1:47 PM Pacific Time, on the same date (the "Second Certificate
of Change Effective Time").
The Company submitted a request to FINRA to process and announce each of the
First Reverse Stock Split and Second Reverse Stock Split on FINRA's Daily List
of issuer corporate actions in accordance with FINRA Rule 6490. In order to
address FINRA's issuer corporate action processing requirements, and as
authorized by the resolutions of the Board as adopted on August 1, 2022 and
January 3, 2023, on January 13, 2023, a third, fourth and fifth Certificate of
Change Pursuant to NRS 78.209 was each filed by the Company with the Nevada
Secretary of State. These filings provided for two forward stock splits of the
authorized and issued and outstanding Common Stock at the same ratios as the
First Reverse Stock Split and Second Reverse Stock Split followed by a reverse
stock split at their combined ratio. These filings were made in order for the
Company to amend its request for FINRA to process the First Reverse Stock Split
and Second Reverse Stock Split in aggregate and to request that FINRA process a
single one (1) for fifteen (15) reverse stock split (the "Consolidated Reverse
Stock Split") in accordance with FINRA's issuer corporate action processing
requirements. The third such filing (the "Third Certificate of Change") provided
for the increase of the authorized Common Stock from 20,000,000 shares to
75,000,000 shares and of every share of the authorized and issued and
outstanding shares of Common Stock to three-and-three-quarters (3.75) shares
(the "First Forward Stock Split"), and became effective at 4:45 PM Pacific Time
on January 17, 2023 (the "Third Certificate of Change Effective Time"), pursuant
to NRS Section 78.209(3). The fourth such filing (the "Fourth Certificate of
Change") provided for the increase of the authorized Common Stock from
75,000,000 shares to 300,000,000 shares and every issued and outstanding share
of Common Stock to four (4) shares (the "Second Forward Stock Split"), and
became effective at 5:00 PM Pacific Time on January 17, 2023 (the "Fourth
Certificate of Change Effective Time"), pursuant to NRS Section 78.209(3). The
fifth such filing (the "Fifth Certificate of Change") provided for the decrease
of the authorized Common Stock from 300,000,000 to 20,000,000 and corresponding
change of every fifteen (15) shares of the issued and outstanding Common Stock
to one (1) share, and became effective at 5:15 PM Pacific Time on January 17,
2023 (the "Fifth Certificate of Change Effective Time"), pursuant to NRS Section
78.209(3).
6
Effects of the Stock Splits and Change in Authorized Shares
Time of Adjustment; Symbol; CUSIP Number. The First Certificate of Change, the
Certificate of Amendment, the Second Certificate of Change, the Third
Certificate of Change, the Fourth Certificate of Change, and the Fifth
Certificate of Change became effective under Nevada law at the First Certificate
of Change Effective Time, the Certificate of Amendment Effective Time, the
Second Certificate of Change Effective Time, the Third Certificate of Change
Effective Time, the Fourth Certificate of Change Effective Time, and the Fifth
Certificate of Change Effective Time, respectively. The number of shares of
Common Stock held by each stockholder as recorded on the records of the
Company's transfer agent or a stockholder's brokerage firm will not be converted
to reflect the First Reverse Stock Split, the Second Reverse Stock Split, the
First Forward Stock Split, or the Second Forward Stock Split. The change in
authorized shares as a result of the Authorized Capital Increase will not affect
the number of shares of Common Stock held by any stockholder.
The processing of the effects of the Consolidated Reverse Stock Split on the
number of shares held by each stockholder according to transfer agent or
brokerage firm records and the reported price of the Common Stock will occur at
the time that the Consolidated Reverse Stock Split is announced by FINRA on its
. . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical fact contained in this Current Report,
including statements regarding the Company's planned Nasdaq listing, are
forward-looking statements. These statements involve known and unknown risks,
uncertainties and other important factors that may cause the Company's actual
results, performance or achievements to be materially different from any future
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements.
In addition, projections, assumptions and estimates of the Company's future
performance and the future performance of the markets in which the Company
operates are necessarily subject to a high degree of uncertainty and risk. In
some cases, you can identify forward-looking statements by terms such as "may,"
"will," "would," "could," "should," "expect," "plan," "anticipate," "could,"
"intend," "target," "project," "contemplate," "believe," "estimate," "predict,"
"potential" or "continue" or the negative of these terms or other similar
expressions. The forward-looking statements in this Current Report are only
predictions. The Company has based these forward-looking statements largely on
its current expectations and projections about future events and financial
trends that the Company believes may affect its financial condition, operating
results, business strategy, short-term and long-term business operations and
objectives. These forward-looking statements speak only as of the date of this
Current Report and are subject to a number of risks, uncertainties and
assumptions. The events and circumstances reflected in such forward-looking
statements may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements. Moreover, the
Company operates in a very competitive and rapidly changing environment. New
risks and uncertainties may emerge from time to time, and it is not possible for
the Company to predict all risks and uncertainties. Except as required by
applicable law, the Company does not plan to publicly update or revise any
forward-looking statements contained herein, whether as a result of any new
information, future events, changed circumstances or otherwise.
10
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
3.1 Certificate of Change Pursuant to Nevada Revised Statutes Section
78.209, as filed by Marizyme, Inc. with the Secretary of State of
the State of Nevada on August 3, 2022 (incorporated by reference to
Exhibit 3.1 to Form 8-K filed on August 3, 2022)
3.2 Certificate of Amendment Pursuant to NRS 78.380 & 78.390 to the
Articles of Incorporation filed with the Nevada Secretary of State
on December 30, 2022 (incorporated by reference to Exhibit 3.1 to
Form 8-K filed on January 5, 2023)
3.3 Certificate of Change Pursuant to NRS 78.209, as filed by
Marizyme, Inc. with the Secretary of State of the State of Nevada on
January 5, 2023
3.4 Certificate of Change Pursuant to NRS 78.209, as filed by
Marizyme, Inc. with the Secretary of State of the State of Nevada on
January 13, 2023 , effective on January 17, 2023 at 4:45 PM Pacific
time
3.5 Certificate of Change Pursuant to NRS 78.209, as filed by
Marizyme, Inc. with the Secretary of State of the State of Nevada on
January 13, 2023 , effective on January 17, 2023 at 5:00 PM Pacific
time
3.6 Certificate of Change Pursuant to NRS 78.209, as filed by
Marizyme, Inc. with the Secretary of State of the State of Nevada on
January 13, 2023 , effective on January 17, 2023 at 5:15 PM Pacific
time
4.1 Form of 10% Secured Convertible Promissory Note issued by
Marizyme, Inc., dated December 2021 (incorporated by reference to
Exhibit 10.3 to Form 8-K filed on December 27, 2021)
4.2 Form of Class C Common Stock Purchase Warrant issued by Marizyme,
Inc., dated December 2021 (incorporated by reference to Exhibit 10.4
to Form 8-K filed on December 27, 2021)
4.3 Form of 10% Secured Convertible Promissory Note issued by
Marizyme, Inc., dated March 24, 2022 (incorporated by reference to
Exhibit 4.5 to Form 10-Q filed on May 16, 2022)
4.4 Form of Class C Common Stock Purchase Warrant issued by Marizyme,
Inc., dated March 24, 2022 (incorporated by reference to Exhibit 4.6
to Form 10-Q filed on May 16, 2022)
4.5 Form of 10% Secured Convertible Promissory Note issued by
Marizyme, Inc., dated May 11, 2022 (incorporated by reference to
Exhibit 4.7 to Form 10-Q filed on May 16, 2022)
4.6 Form of Class C Common Stock Purchase Warrant issued by Marizyme,
Inc., dated May 11, 2022 (incorporated by reference to Exhibit 4.8
to Form 10-Q filed on May 16, 2022)
4.7 Form of 10% Secured Convertible Promissory Note issued by
Marizyme, Inc., dated August 12, 2022 (incorporated by reference to
Exhibit 4.1 to Form 8-K filed on August 18, 2022)
4.8 Form of Class C Common Stock Purchase Warrant issued by Marizyme,
Inc., dated August 12, 2022 (incorporated by reference to Exhibit
4.2 to Form 8-K filed on August 18, 2022)
4.9 Form of Placement Agent Warrant (incorporated by reference to
Exhibit 10.75 to Form 10-Q filed on August 23, 2021)
10.1 Form of Unit Purchase Agreement between Marizyme, Inc. and the
investors signatory thereto (incorporated by reference to Exhibit
10.1 to Form 8-K filed on December 27, 2021)
10.2 Form of Registration Rights Agreement between Marizyme, Inc. and
the investors signatory thereto (incorporated by reference to
Exhibit 10.2 to Form 8-K filed on December 27, 2021)
10.3 Form of Guarantors Security Agreement, dated as of May 20, 2021,
between Marizyme Sciences, Inc., Somaceutica, Inc., and Somahlution,
Inc., and the secured parties signatory thereto (incorporated by
reference to Exhibit 10.26 to Form S-1 filed on February 14, 2022)
10.4 Form of Guaranty, dated as of May 19, 2021, of Marizyme Sciences,
Inc., Somaceutica, Inc., and Somahlution, Inc. (incorporated by
reference to Exhibit 10.27 to Form S-1 filed on February 14, 2022)
10.5 Form of Security Agreement, dated as of May 25, 2021, between
Marizyme, Inc. and the secured parties signatory thereto
(incorporated by reference to Exhibit 10.28 to Form S-1 filed on
February 14, 2022)
10.6 Form of Trademark Security Agreement, dated as of May 19, 2021,
between Marizyme, Inc. and the secured parties signatory thereto
(incorporated by reference to Exhibit 10.29 to Form S-1 filed on
February 14, 2022)
10.7 Form of Patent Security Agreement, dated as of May 19, 2021,
between Marizyme, Inc. and the secured parties signatory thereto
(incorporated by reference to Exhibit 10.30 to Form S-1 filed on
February 14, 2022)
10.8 Form of Exchange Agreement between Marizyme, Inc. and the person
executing the signature page thereto (incorporated by reference to
Exhibit 10.5 to Form 8-K filed on December 27, 2021)
10.9 Placement Agency Agreement between Marizyme, Inc. and Univest
Securities, LLC, dated December 10, 2021 (incorporated by reference
to Exhibit 10.6 to Form 8-K filed on December 27, 2021)
10.10 Waiver, dated July 22, 2022, between Marizyme, Inc. and Viner
Total Investments Fund (incorporated by reference to Exhibit 10.55
to Form S-1/A filed on November 2, 2022)
10.11 Waiver, dated July 22, 2022, between Marizyme, Inc. and Waichun
Logistics Technology Limited (incorporated by reference to Exhibit
10.56 to Form S-1/A filed on November 2, 2022)
10.12 Waiver and Consent between Marizyme, Inc. and Viner Total
Investments Fund, dated January 9, 2023
10.13 Letter Agreement between Marizyme, Inc. and Univest Securities,
LLC, dated January 12, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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