MariMed Stockholders Authorize Reverse Split for Potential US Listing

MariMed Inc. announced on October 29, 2026 that its stockholders approved a proposed reverse stock split of the company’s common stock at a Special Meeting of Stockholders held October 28, 2026, authorizing the board of directors to consolidate outstanding shares at a ratio of between 1-for-50 and 1-for-100. The Norwood, Massachusetts-based multi-state cannabis operator said when it filed its definitive proxy statement in September 2026 that the split is intended to provide flexibility to satisfy the minimum share price and other requirements associated with a potential listing of its common stock on a U.S. national securities exchange.

“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.

The announcement did not disclose vote totals. As of October 29, 2026, the most recent Form 8-K listed for MariMed on the SEC’s EDGAR filing index was dated September 23, 2026.

MariMed cautioned that there can be no assurance the board will implement the split, that the company will be eligible for listing on a U.S. national securities exchange, that the split will enable it to satisfy all applicable listing requirements, or that it will result in a sustained increase in the trading price or liquidity of the common stock.

Terms of the Approved Split

Under the approved proposal, the board is authorized to determine whether and when to implement the reverse stock split at a ratio between 1-for-50 and 1-for-100, setting the final ratio based on market conditions and other considerations, including, potentially, the requirements associated with a U.S. national exchange listing. The board retains discretion not to implement the split and may abandon it without further stockholder action at any time before a certificate of amendment is filed with the Delaware Secretary of State, according to the definitive proxy statement filed with the SEC on September 22, 2026.

No fractional shares will be issued. Stockholders otherwise entitled to a fraction of a share will receive a cash payment equal to the fraction multiplied by the closing price per share on the date immediately preceding the split’s effective time.

If implemented, the split would reduce the number of outstanding common shares by the selected ratio without, by itself, changing any stockholder’s proportional ownership or voting power, except for adjustments resulting from the fractional-share treatment. Based on the 403,740,510 common shares outstanding as of the September 4, 2026 record date, the proxy statement’s ratio table shows outstanding shares would fall to 8,074,810 at a 1-for-50 split and to 4,037,405 at a 1-for-100 split. The number of authorized shares and the $0.001 par value would remain unchanged, and the post-split shares would carry a new CUSIP number.

The proxy statement states that outstanding stock options, warrants, convertible securities and equity awards would be adjusted in line with the selected ratio, and that the split is intended to qualify as a tax-deferred recapitalization in which holders generally recognize no gain or loss except on cash received in lieu of fractional shares. The amendment was proposed under Section 242 of the Delaware General Corporation Law and Policies 4 and 9 of the Canadian Securities Exchange, and implementation remains subject to any required CSE acceptance. Stockholders have no appraisal rights in connection with the split.

Meeting Details and Listing Rationale

The Special Meeting was held virtually on October 28, 2026 at 9:30 a.m. Eastern time. Stockholders of record at the close of business on September 4, 2026 were entitled to vote, with each of the 403,740,510 outstanding common shares carrying one vote; holders of the company’s 26,900,000 Series B convertible preferred shares were not entitled to vote at the meeting. Approval of the split required the affirmative vote of a majority of the outstanding common shares, with abstentions counting as votes against, and a quorum required the presence or representation of at least 201,870,256 shares. Because both proposals were deemed routine, brokers were permitted to vote uninstructed shares at their discretion. Stockholders also considered an adjournment proposal allowing further proxy solicitation if votes were insufficient; the board had recommended a vote in favor of both proposals.

The proxy statement says the purpose of the split is to increase the market price of the common shares in connection with a potential up-listing to the NYSE American or Nasdaq, each of which imposes a minimum bid price requirement for initial listings. During the 30-day period ended September 18, 2026, the reported high and low sale prices of the common shares were $0.0935 and $0.0652 per share. The board also cited the potential to broaden the investor base and to increase analyst and broker-dealer interest, noting that many funds, institutions and brokerage firms maintain guidelines that prohibit or discourage investing in or recommending low-priced stocks.

The proxy statement also discloses that, because adult-use cannabis remains illegal under U.S. federal law, national securities exchanges have not listed companies engaged in U.S. adult-use cannabis activities, and that absent a change in federal law, its interpretation or enforcement, or exchange policies, or a restructuring such as a divestiture or spin-off of the adult-use business, the company does not expect to be eligible to list even if the split is implemented. Other risks described in the filing include the possibility that the share price does not rise in proportion to the split ratio, that the price declines after the split, that liquidity decreases, and that the number of stockholders holding odd lots of fewer than 100 shares increases.

MariMed filed the definitive proxy statement with the SEC on September 22, 2026 and announced the filing on September 23, 2026, when Levine said, “Our Board believes that positioning MariMed to pursue a listing on a major U.S. exchange is an important step in the Company’s evolution.” Mailing of proxy materials to stockholders began on or about September 23, 2026, and the meeting notice was signed by Chairman Edward Gildea.

As of the record date, Levine beneficially owned 50,017,711 common shares, or 12.24 percent of the outstanding stock, and the company’s directors and executive officers as a group held 65,978,223 shares, or 16.05 percent, according to the proxy statement.

The proxy statement said preliminary voting results would be announced at the Special Meeting and that final voting results would be published in a Current Report on Form 8-K expected within four business days after the meeting.