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): July 12, 2024

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)

(I.R.S. Employer

Identification No.)

555 Heritage Drive, Suite 205

Jupiter, Florida 33458

(Address of principal executive offices, including 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class:		Trading Symbol		Name of Each Exchange on which Registered
Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 12, 2024, Marizyme, Inc. (the “Company”) executed a Promissory Note (“Note”) in favor of Qualigen Therapeutics, Inc. (the “Lender”) in the aggregate principal amount of $1,250,000 (the “Principal”). The Note is due and payable upon demand and the Principal bears interest at the rate of 18% per annum. In connection with the issuance of the Note, the Company received proceeds from the Lender in the amount of $1,250,000.

The Company may prepay all or any part of the outstanding Principal or interest due on the Note, at any time, in whole or in part, without premium or penalty.

In the event of a default by the Company in the payment of the Principal and interest, the Note provides that the Lender will have liquidation preference and a first right of recovery in any future bankruptcy or insolvency proceeding.

The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein in its entirety by reference.

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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Promissory Note, dated July 12, 2024, in favor of Lender
104		Cover Page Interactive Data File (embedded within the XBRL document)

Signature

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

	MARIZYME, INC.

Dated: July 18, 2024	By:	/s/ David Barthel
	Name:	David Barthel
	Title:	Chief Executive Officer

Exhibit 10.1

PROMISSORY NOTE

Principal Loan Amount: $1,250,000

July 12, 2024

For value received, the undersigned, MARIZYME, INC., a Nevada corporation (the “Borrower”), hereby acknowledges itself indebted to, and promises to pay to the order of Qualigen Therapeutics, Inc., a Delaware corporation (the “Lender”), in accordance with the terms stated below, the principal amount of $1,250,000 (the “Principal”):

1.	Interest. The Principal will bear interest (the “Interest”) at the rate of five (18%) per annum.

2.	Due Date. The Borrower shall pay all of the outstanding Principal and Interest to the Lender in immediately available funds upon demand.

3.	Prepayment. The Maker may pre-pay all or any part of the outstanding Principal or Interest, at any time and from time to time, in whole or in part, without premium or penalty.

4.	Event of Default. In the event of a default by the Borrower in the payment of the principal and interest, the Lender shall have liquidation preference and a first right of recovery in any future bankruptcy or insolvency proceeding.

Severability. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Note.

6.	Amendments. This promissory note replaces and supersedes any prior agreements or understandings between the parties with respect to the subject matter hereof. No amendment to this promissory note will be effective unless it is in writing and executed by both parties.

Assignment. No party shall assign any of its rights or delegate any of its obligations under this promissory note to any other person without the prior written consent of the other party, such consent not to be unreasonably withheld. Any purported assignment or delegation in breach of this section will be void.

8.	Enurement. This promissory note inures to the benefit of and binds the parties and their respective successors, permitted assigns, heirs, executors, administrators, and other legal representatives, as applicable.

Waivers. No waiver of the satisfaction of a condition or the failure to comply with an obligation under this promissory note will be effective unless it is in writing and executed by the party granting the waiver, and no such waiver will constitute a waiver of the satisfaction of any other condition or the failure to comply with any other obligation.

10.	Governing Law. This Note and the provisions hereof are to be construed according to and are governed by the laws of the State of Nevada, without regard to principles of conflicts of laws thereof.

The Borrower is signing this promissory note on the date stated above.

	MARIZYME, INC.

	Per:	/s/ David Barthel
		David Barthel, CEO

Acceptance of Lender: Acknowledged, accepted and agreed to as of the date stated above.

Signature:	/s/ Michael Poirier
Name:	Michael Poirier
	Chairman & CEO
	Qualigen Therapeutics

Cover	Jul. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 12, 2024
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