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~~January 1231, ~~2024~~2025

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 14.0102. ~~Entry~~Non-Reliance ~~into~~on Previously Issued Financial Statements or a ~~Material~~Related ~~Definitive~~Audit ~~Agreement~~Report or Completed Interim Review. Item 1.01

On ~~July~~January 1231, ~~2024~~2025, the Audit Committee of Marizyme, Inc., a Nevada corporation (the “Company”), ~~executed~~after adiscussions ~~Promissory~~with the ~~Note~~Company’s ~~(“Note”)~~management inconcluded ~~favor~~that the Company’s previously issued financial statements as of ~~Qualigen~~and ~~Therapeutics, Inc.~~for (the ~~“Lender”)~~year inended December ~~the~~31, ~~aggregate~~2023, ~~principal~~and ~~amount~~unaudited condensed consolidated financial statements as of $1and for each of the interim quarterly periods ended June 30,~~250~~ 2023 and September 30,~~000~~ 2023 (the “~~Principal~~Non-Reliance Period”) should no longer be relied upon due to misstatements that are described below and that we would restate such financial statements to make the necessary accounting corrections. The ~~Note~~Company isevaluated the ~~due~~materiality of these errors both qualitatively and ~~payable~~quantitatively in accordance with Staff Accounting Bulletin (“SAB”) ~~upon~~No. ~~demand~~99, Materiality, and SAB No. 108, Considering the ~~Principal~~Effects ~~bears~~of ~~interest~~Prior atYear Misstatements on Currently Issued Financial Statements. Based on this evaluation, the ~~rate~~Company determined that the effect of ~~18%~~these ~~per~~corrections ~~annum.~~was Inmaterial ~~connection~~to ~~with~~the financial statements for the fiscal ~~issuance~~year ended December 31, 2023, and the related interim periods. As a result of the ~~Note~~material misstatements, we will be restating our previously issued financial statements for the ~~Company~~periods ~~received~~referenced above, in accordance with ASC 250, Accounting Changes and ~~proceeds~~Error ~~from~~Corrections. We have determined that these errors were the ~~Lender~~result of a material weakness in proper technical analysis of debt/equity transactions, resulting in the ~~amount~~conclusion that the Company’s internal control over financial reporting and the Company’s disclosure controls and procedures were not effective as of $1December 31,~~250~~ 2023. The Company has not filed,~~000~~ and does not intend to file, amendments to the previously filed Quarterly Reports on Form 10-Q for the quarters ended June 30, 2023 and September 30, 2023, but instead is restating its unaudited interim condensed consolidated financial statements within Amendment No. 1 of the December 31, 2023 Form 10-K.

The ~~Company~~restatements ~~may~~for ~~prepay~~the ~~all~~Company’s orpreviously ~~any~~issued ~~part~~financial statements as of and for the ~~outstanding~~year ~~Principal~~ended orDecember ~~interest~~31, ~~due~~2023, onand for each of the ~~Note,~~quarterly atperiods ~~any~~ended ~~time~~June 30, in2023 ~~whole~~and orSeptember in30, ~~part~~2023, ~~without premium~~include orthe ~~penalty.~~following:

~~In the~~1. ~~event~~The oforiginal aConvertible ~~default~~Notes by– ~~the~~Units ~~Company~~Private inPlacement ~~the~~were ~~payment~~modified. ofThe ~~the~~modification ~~Principal~~resulted ~~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~~A difference between the reacquisition price of the ~~Note~~debt isand ~~qualified~~the innet ~~its~~carrying ~~entirety~~amount byof ~~reference~~the toextinguished debt. ● In the ~~full~~original ~~text~~filing, this difference was incorrectly recorded as part of the ~~Note,~~convertible adebt ~~copy~~discount to be amortized over the remaining life of ~~which~~the isnotes. ~~attached hereto~~● asIn ~~Exhibit~~Amendment 10No. 1, ~~and~~the isdifference ~~incorporated~~will ~~herein~~be correctly recognized in ~~its~~the ~~entirety~~income byof ~~reference~~the period of extinguishment as loss and identified as a separate line item.

~~Item~~ 2.03 ~~Creation~~Additionally, following the recalculation of athe ~~Direct~~carrying ~~Financial~~value ~~Obligation~~of orthe annotes ~~Obligation~~after ~~under~~extinguishment, anthe ~~Off-Balance~~fair ~~Sheet~~market ~~Arrangement~~value of athe ~~Registrant~~warrants attached to the Convertible Notes – Units Private Placement increased. This adjustment impacted the Company’s additional paid-in capital and contributed to the loss on extinguishment recognized in the period.

~~The~~Accordingly, ~~information~~investors ~~set~~should ~~forth~~no ~~under~~longer ~~Item~~rely ~~1.01~~upon ofthe ~~this~~Company’s ~~Current~~previously ~~Report~~released onfinancial ~~Form~~statements ~~8-K~~for isthe ~~incorporated~~Non-Reliance ~~by reference into this Item 2~~Period.~~03.~~

~~Item~~At ~~9.01.~~this ~~Financial~~time, ~~Statements~~the Company has not fully completed its review and ~~Exhibits~~the expected financial impact of the Errors described above is preliminary and subject to change. The Company will file an amended Form 10-K for fiscal year ended December 31, 2023, as soon as practicable.

~~(d)~~The ~~Exhibits~~foregoing changes will not have any impact on the Company’s cash position, cash flow, revenues or liquidity.

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)

The Audit Committee discussed the matters disclosed in this Current Report on Form 8-K with the Company’s independent registered public accounting firm, WithumSmith&Brown, PC (“Withum”). The Company has provided Withum with a copy of the disclosures it is making in response to this Item 4.02.

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
Dated: January 31, 2025	By:	/s/ David Barthel
	Name:	David Barthel
	Title:	Chief Executive Officer
	By:	/s/ George Kovalyov
	Name:	George Kovalyov
	Title:	Chief Financial Officer

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