UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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) |
| 2 |
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 | ||
| 3 |