MariMed Inc. filed a Form 8-K on October 29, 2026, reporting the results of a special meeting of stockholders held on October 28, 2026, at which shareholders voted on a proposed reverse stock split of the company's common stock.

Key Highlights

  • Reverse split approved: Stockholders approved an amendment to the Certificate of Incorporation to permit a reverse stock split at a ratio of not less than 1-for-50 and not more than 1-for-100.
  • Board retains discretion: According to the filing, the Board has not determined whether or when to effect the reverse stock split and retains the discretion to abandon it entirely.
  • Amendment Proposal vote: 219,026,236 shares voted For, 46,400,304 Against, and 221,869 Abstain.
  • Adjournment Proposal vote: 222,642,573 shares voted For, 39,820,076 Against, and 3,185,760 Abstain.
  • Authorized shares unchanged: The filing specifies the reverse stock split would occur without reducing the authorized number of Common Shares.
  • Common stock par value: The common stock subject to the proposed split carries a par value of $0.001 per share, as stated in the filing.

MariMed Special Meeting: Reverse Split Ratio and Board Authority

MariMed Inc., headquartered in Norwood, Massachusetts, disclosed via an 8-K current report that it held a special meeting of stockholders on October 28, 2026. The meeting was called to consider two proposals, both described in detail in the company's definitive proxy statement on Schedule 14A filed with the SEC on September 22, 2026. The company's securities are not registered under Section 12(b) of the Act, and the filing lists no exchange or ticker symbol in its registered-securities table.

The primary item before stockholders was the Amendment Proposal, which sought authorization to amend the company's Certificate of Incorporation to effect a reverse stock split of its Common Shares. The filing states the exact ratio, within the 1-for-50 to 1-for-100 range, is to be determined by the Board "in its sole discretion." The Amendment Proposal passed with 219,026,236 votes in favor. A secondary Adjournment Proposal, intended to allow further proxy solicitation if votes were insufficient, also passed, receiving 222,642,573 votes in favor.

Despite the stockholder approval, the filing makes clear that no decision has been made to implement the split. According to the filing, "the Board has not determined whether or when to effect the Reverse Stock Split and retains the discretion to abandon the Reverse Stock Split." The 8-K was signed by Mario Pinho, Chief Financial Officer, and the company also issued a press release on October 29, 2026, announcing the voting results, attached as Exhibit 99.1.

What Was Disclosed

MariMed Inc. reported stockholder approval of a potential 1-for-50 to 1-for-100 reverse stock split at a special meeting on October 28, 2026, while noting the Board has not decided whether to proceed and retains full discretion to abandon the action.