Item 3.03 Material Modification to Rights of Security Holders.
In a meeting held on August 26, 2022, the board of directors (the "Board") of
Marizyme, Inc. (the "Company") authorized, and empowered the Company's officers
to take all such further actions as were necessary, proper, or advisable to
carry out, among other actions, the filing of an amendment to the Company's
Articles of Incorporation (the "Certificate of Amendment"), to increase the
number of authorized shares of common stock of the Company from 18,750,000
shares of common stock, par value $0.001 per share, to 75,000,000 shares of
common stock, par value $0.001 per share (the "Authorized Capital Increase").
The Board directed that the Company hold an annual meeting of shareholders on
December 27, 2022 in order to consider and vote on proposals to approve or
ratify such actions.
On December 27, 2022, the Company held its 2022 Annual Meeting of Shareholders
(the "Annual Meeting"). At the Annual Meeting, the Company's shareholders
approved, among other matters, an amendment to the Company's Articles of
Incorporation, as amended to date, to increase the total number of shares of
authorized common stock to 75,000,000.
On December 30, 2022, the Company filed the Certificate of Amendment with the
Nevada Secretary of State to effect the Authorized Capital Increase, which
became effective upon filing.
All share amounts in this report have been presented on a retrospective basis to
reflect a reverse stock split of the Company's authorized and issued and
outstanding shares of common stock, approved by the Board on August 1, 2022, and
effective August 3, 2022 by the filing of a Certificate of Change with the
Secretary of State of the State of Nevada on that date.
This description of the Certificate of Amendment is qualified in its entirety by
reference to the complete text of the Certificate of Amendment, a copy of which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.03 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description
3.1 Certificate of Amendment to the Articles of Incorporation filed with
the Nevada Secretary of State on December 30, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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