Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 21, 2023

MARIZYME, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-53223

82-5464863

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

555 Heritage Drive, Suite 205, Jupiter, Florida		33458
(Address of principal executive offices)		(Zip Code)

	(561) 935-9955
	(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Not applicable.

Item 1.01 Entry into a Material Definitive Agreement.

Under a letter agreement dated December 21, 2023 between Marizyme, Inc. (the “Company”) and Univest Securities, LLC (the “December 2023 Convertible Notes Letter Agreement”), the 10% Secured Convertible Promissory Notes that were issued pursuant to a certain Unit Purchase Agreement, dated as of December 21, 2021, between the Company and the investor parties to such agreement (the “December 2021 Convertible Notes”), were amended in the following respects: (1) The maturity date of each of the December 2021 Convertible Notes was extended from December 21, 2023 to December 21, 2024, and (2) the definition of the term “Mandatory Default Amount” was amended to mean the amount equal to 135% of the outstanding principal and accrued and unpaid interest on each of the December 2021 Convertible Notes on the date on which the first Event of Default (as defined in each of the December 2021 Convertible Notes) has occurred and the amount of accrued and unpaid interest on each of the December 2021 Convertible Notes from the date of the second anniversary of the date of issuance (i.e., December 21, 2023) until the earlier of the date of the payment or conversion in full or the maturity of each of such December 2021 Convertible Notes.

As a result, at the current conversion price of $0.10 per share and as of the date of this report, additional accrued and unpaid interest on each of the outstanding December 2021 Convertible Notes will become convertible into up to an additional 7,152,965 shares of common stock in aggregate.

The foregoing description of the terms of the December 2023 Convertible Notes Letter Agreement is qualified in its entirety by reference to the full text of such document which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The offer of securities pursuant to the amendment to the Convertible Notes to provide for conversion of the Amended Mandatory Default Amount and the issuance of the Placement Agent Warrants described above was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder for transactions not involving a public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Letter Agreement between Marizyme, Inc. and Univest Securities, LLC, as Unitholder Representative for the Investors, dated December 21, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Marizyme, Inc. has duly caused this current report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 28, 2023	MARIZYME, INC.

	By:	/s/ David Barthel
		David Barthel
		Chief Executive Officer

Exhibit 10.1

Marizyme, Inc.

555 Heritage Drive, Suite 205

Jupiter, Florida 33458

December 21, 2023

Univest Securities, LLC

As Unitholder Representative for the Investors

375 Park Avenue, 15th Floor

New York, NY 10152

Re:	Amendment to 10% Secured Convertible Promissory Notes

Dear Sirs:

Reference is made to each (a) Unit Purchase Agreement dated as of December 21, 2021(each, as amended, superseded, replaced, or otherwise modified from time to time, the “Unit Purchase Agreement”), between the Company and the investor identified therein (individually, “Investor” and collectively, “Investors”); and (b) 10% Secured Convertible Promissory Note issued to such Investor in connection with such Unit Purchase Agreement, if not repaid or converted in full or otherwise cancelled or fully discharged in accordance with its terms or by law prior to the date hereof (as amended, superseded, replaced, or otherwise modified from time to time, “Note”) issued to such Investor in connection with such Unit Purchase Agreement. Capitalized terms used but not defined herein shall have the meanings given to them in the Unit Purchase Agreement, or if not defined therein, in the Note, or if not defined therein, in any of the applicable Transaction Documents (as defined in the Unit Purchase Agreement), in each case as of the date hereof.

This letter agreement (this “Letter Agreement”) confirms our agreement to the amendment of each Note in order to amend the Maturity Date (as defined in each note), the accrual of interest, and certain related matters. Univest Securities, LLC, as Unitholder Representative for the Investors pursuant to Section

11.16 of each Unit Purchase Agreement, confirms that it has the authority to agree to the following amendment to each Note on behalf of each Investor pursuant to Section 11.16.

In consideration of the foregoing recitals and the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each Investor hereby agree as follows:

	(1)	This Letter Agreement shall be deemed to be included in the definition of “Transaction Documents” as such term is defined by the Unit Purchase Agreement.

	(2)	The first line of nonbold text on the first page of each Note is amended and restated in its entirety to state, “10% Secured Convertible Promissory Note”.

	(3)	The second line of nonbold text on the first page of each Note is amended to insert the words “on the first anniversary of” following the text “Note due”.

	(4)	The second sentence of the second paragraph of nonbold text on the first page of each Note is amended and restated in its entirety to state: “The outstanding principal balance of this Note and any interest on the aggregate unconverted and then outstanding principal amount hereof shall be due and payable on the date that is the 36-month anniversary of the Issuance Date (the “Maturity Date”) or at such earlier time as provided herein.”

	(5)	Section 16.4(c) of each Note is amended and restated to read in its entirety as follows:

		“‘Mandatory Default Amount’ means an amount equal to one hundred and thirty- five percent (135%) of the Outstanding Principal Amount and accrued and unpaid interest on this Note on the date on which the first Event of Default has occurred hereunder and the amount of accrued and unpaid interest on this Note from the date of the second anniversary of the Issuance Date of the Note until the earlier of the date of the payment or conversion in full of the Note or the Maturity Date.”

The Company hereby reaffirms all such representations, warranties, obligations and liabilities and agrees that such representations, warranties, obligations and liabilities shall remain in full force and effect.

The execution, delivery and effectiveness of this Letter Agreement shall not, except as expressly provided herein, (A) waive or modify any right, power or remedy under, or any other provision of, any of the Transaction Documents or (B) commit or otherwise obligate Investor to enter into or consider entering into any other amendment, waiver or modification of any of the Transaction Documents.

All communications and notices hereunder shall be given as provided in the Transaction Documents. This Letter Agreement (a) shall be governed by and construed in accordance with the law of the State of Nevada, (b) except as otherwise provided in the Transaction Documents, is for the exclusive benefit of the parties hereto and beneficiaries of the Unit Purchase Agreement and, together with the other Transaction Documents, constitutes the entire agreement of such parties, superseding all prior agreements among them, with respect to the subject matter hereof, (c) may be modified, waived or assigned only in writing and only to the extent such modification, waiver or assignment would be permitted under the Transaction Documents (and any attempt to assign this Letter Agreement without such writing shall be null and void), (d) is a negotiated document, entered into freely among the parties upon advice of their own counsel, and shall not be construed against any of its drafters and (e) shall survive the satisfaction or discharge of the amounts owing under the Transaction Documents. The fact that any term or provision of this Letter Agreement is held invalid, illegal or unenforceable as to any person in any situation in any jurisdiction shall not affect the validity, enforceability or legality of the remaining terms or provisions hereof or the validity, enforceability or legality of such offending term or provision in any other situation or jurisdiction or as applied to any person.

This Letter Agreement is expressly conditioned on (a) the Company’s board of directors approving this Letter Agreement and all undertakings thereto in all respects and written evidence of the same provided to the Unitholder Representative and (b) the Company filing within four Business Days after the full execution and delivery of this Letter Agreement a current report on Form 8-K relating to the transactions and amendments contained in this Letter Agreement, which current report shall describe the material terms and conditions herein; provided, however, that at the reasonable request of an Investor the Company will use commercially reasonable efforts to file such report prior to the time required herein.

Kindly confirm your agreement with the above by signing in the space indicated below and by returning by email a partially executed PDF copy of this letter to the undersigned, and which may be executed in identical counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

	Very truly yours,

	Marizyme, Inc.

	By:	/s/ David Barthel
	Name:	David Barthel
	Title:

AGREED AND ACCEPTED:

Univest Securities, LLC, as Unitholder Representative for the Investors

By:	/s/ Bradley Richmond
Name:	Bradley Richmond
Title:	COO

Cover	Dec. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 21, 2023
Entity File Number	000-53223
Entity Registrant Name	MARIZYME, INC.
Entity Central Index Key	0001413754
Entity Tax Identification Number	82-5464863
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	555 Heritage Drive
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Jupiter
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33458
City Area Code	561
Local Phone Number	935-9955
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false