MRZM / Marizyme, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

Waiver and Consent between Marizyme, Inc. and Waichun Logistics Technology Ltd, dated as of April 12, 2023

Exhibit 10.1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specif

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): March 4, 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)

List of Subsidiaries

EXHIBIT 21.1 List of Subsidiaries Marizyme Sciences, Inc., a Florida corporation Somaceutica, Inc., a Florida corporation Somahlution, Inc., a Delaware corporation My Health Logic Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53223 MARIZYME, I

Description of Securities of Marizyme, Inc.

Exhibit 4.21 DESCRIPTION OF SECURITIES The following is a summary of the rights of our securities and certain provisions of our articles of incorporation, as amended, and our bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, and bylaws, each of which is filed as an exhibit to the Annual Report on Fo

Entry into a Material Definitive Agreement, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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): January 31, 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 Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specified i

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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)

Promissory Note, dated July 12, 2024, in favor of Lender

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 “Pri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specified

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 000-53223 NOTIFICATION OF LATE FILING CUSIP NUMBER 570372102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53223 MARIZYME, INC. (Exact name of r

List of Subsidiaries

EXHIBIT 21.1 List of Subsidiaries Marizyme Sciences, Inc., a Florida corporation Somaceutica, Inc., a Florida corporation Somahlution, Inc., a Delaware corporation My Health Logic Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada

Description of Securities of Marizyme, Inc.

Exhibit 4.21 DESCRIPTION OF SECURITIES The following is a summary of the rights of our securities and certain provisions of our articles of incorporation, as amended, and our bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, and bylaws, each of which is filed as an exhibit to the Annual Report on Fo

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 6, 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) (

Marizyme, Inc. Secures FDA 510(k) Clearance for Controlled Room Temperature storage DuraGraft®

Exhibit 99.1 Marizyme, Inc. Secures FDA 510(k) Clearance for Controlled Room Temperature storage DuraGraft® Jupiter, FL, May 6, 2024 — Marizyme, Inc. (OTCQB: MRZM) is pleased to announce that its flagship product DuraGraft will no longer require refrigerated storage and will be able to be stored at controlled room temperatures of 20oC-25oC allowing it to be stocked directly on shelves in the Opera

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 000-53223 NOTIFICATION OF LATE FILING CUSIP NUMBER 570372102 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Prospectus Supplement No. 5 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273308 Prospectus Supplement No. 5 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock This Prospectus Supplement No. 5 (“Prospectus Supplement No. 5”) relates to the Prospectus of Marizyme, Inc. (“we,” “us,” “our,” or the “Company”), dated October 17, 2023 (Registration No. 333-268187) (the “Prospectus”

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 31, 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 Numb

Prospectus Supplement No. 4 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273308 Prospectus Supplement No. 4 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock This Prospectus Supplement No. 4 (“Prospectus Supplement No. 4”) relates to the Prospectus of Marizyme, Inc. (“we,” “us,” “our,” or the “Company”), dated October 17, 2023 (Registration No. 333-268187) (the “Prospectus”

Letter Agreement between Marizyme, Inc. and Univest Securities, LLC, as Unitholder Representative for the Investors, dated December 21, 2023

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,

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 Num

Prospectus Supplement No. 3 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273308 Prospectus Supplement No. 3 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock This Prospectus Supplement No. 3 (“Prospectus Supplement No. 3”) relates to the Prospectus of Marizyme, Inc. (“we,” “us,” “our,” or the “Company”), dated October 17, 2023 (Registration No. 333-268187) (the “Prospectus”

Form of Waiver and Consent, dated as of November 20, 2023, between Marizyme, Inc. and each investor identified on Appendix A to the Unit Purchase Agreement between Marizyme, Inc. and the investors identified on Appendix A thereto, dated as of November , 2023

Exhibit 10.5 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of November 20, 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and , an entity/individual (the “Investor”). WHEREAS, in connection with that certain Unit Purchase Agreement, dated as of November 20, 2023, by and between the Company and the Investor (the “Purchas

Form of Cancellation and Exchange Agreement between Marizyme, Inc. and the creditor party thereto, dated as of November 20, 2023

Exhibit 10.3 CANCELLATION AND EXCHANGE AGREEMENT THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of November 20, 2023 (the “Effective Date”), between Marizyme, Inc., a Nevada corporation (the “Company”) and , an entity/individual (the “Creditor” and together with the Company, the “Parties”). RECITALS A. From time to time, the Creditor has provided consultin

Form of Class F Common Stock Purchase Warrant issued by Marizyme, Inc. for cancellation of certain indebtedness, dated November 20, 2023

Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of 15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. for cancellation of certain indebtedness, dated November 20, 2023

Exhibit 4.2 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULA

Form of Class E Common Stock Purchase Warrant issued by Marizyme, Inc. for cash, dated November 20, 2023

Exhibit 4.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of Class F Common Stock Purchase Warrant issued by Marizyme, Inc. for cash, dated November 20, 2023

Exhibit 4.5 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Registration Rights Agreement between Marizyme, Inc. and the purchasers signatory thereto, dated as of November 20, 2023

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is made and entered into as of November 20, 2023 among Marizyme, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”)

Form of Class E Common Stock Purchase Warrant issued by Marizyme, Inc. for cancellation of certain indebtedness, dated November 20, 2023

Exhibit 4.4 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of 15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. for cash, dated November 20, 2023

Exhibit 4.1 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULA

Unit Purchase Agreement between Marizyme, Inc. and the investors identified on Appendix A thereto, dated as of November 20, 2023

Exhibit 10.1 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of November 20, 2023, by and among Marizyme, Inc., a Nevada corporation (the “Company”), and each investor identified on Appendix A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Inves

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): November 20, 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 Num

Form of Waiver and Consent, dated as of November 20, 2023, between Marizyme, Inc. and Univest Securities, LLC or its designee

Exhibit 10.6 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of , 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Univest Securities, LLC, an entity (the “Placement Agent”). Capitalized terms used but not defined herein shall have the meaning ascribed to them in that certain Placement Agency Agreement dated as of April

Prospectus Supplement No. 2 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273308 Prospectus Supplement No. 2 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock This Prospectus Supplement No. 2 (“Prospectus Supplement No. 2”) relates to the Prospectus of Marizyme, Inc. (“we,” “us,” “our,” or the “Company”), dated October 17, 2023 (Registration No. 333-268187) (the “Prospectus”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specif

Prospectus Supplement No. 1 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273308 Prospectus Supplement No. 1 to Prospectus dated October 17, 2023 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock This Prospectus Supplement No. 1 (“Prospectus Supplement No. 1”) relates to the Prospectus of Marizyme, Inc. (“we,” “us,” “our,” or the “Company”), dated October 17, 2023 (Registration No. 333-268187) (the “Prospectus”

Marizyme Employment Terms and Conditions Agreement, dated January 14, 2021, between Marizyme, Inc. and Dr. Steven Brooks

Exhibit 10.2

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): October 18, 2023

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): October 18, 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 Numb

Marizyme CEO Delivers Business Update

Exhibit 99.1 Marizyme CEO Delivers Business Update JUPITER, FL, October 23, 2023 (GLOBE NEWSWIRE) — via NewMediaWire – Marizyme, Inc. (“Marizyme” or the “Company”) (OTCQB: MRZM), today provided the following business update to the stockholders and the investing public from the Company’s Chief Executive Officer, David Barthel: “I am very pleased to bring you an update on the Company’s FDA Clearance

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 23, 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 Numb

Marizyme, Inc. Up to 915,071,257 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273308 Marizyme, Inc. Up to 915,071,257 Shares of Common Stock This prospectus relates to the offer and resale of up to 915,071,257 shares of common stock, par value $0.001 per share (“common stock”), of Marizyme, Inc. that may be sold from time to time by the selling stockholders named in this prospectus, which consist of: ● 13,971,324 shares

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458 October 13, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Tim Buchmiller Re: Marizyme, Inc. Registration Statement on Form S-1 (File No. 333-273308) Dear Mr. Buchmiller: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Marizyme, Inc. hereby respectfully requests that t

Waiver and Consent between Marizyme, Inc. and Allesia Solimeo, dated as of July 20, 2023

Exhibit 10.54 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of July 20, 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Alessia Solimeo, an individual (the “Investor”). WHEREAS, in connection with that certain Unit Purchase Agreement, dated as of May 11, 2022, by and between the Company and Noah Boeken (“Boeken”) and

Waiver and Consent between Marizyme, Inc. and Pioneer Capital Anstalt, dated as of September 7, 2023 (incorporated by reference to Exhibit 10.60 to Registration Statement on Form S-1/A filed on October 12, 2023)

Exhibit 10.60 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of September 7, 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Pioneer Capital Anstalt, an entity (the “Investor”). WHEREAS, in connection with that certain Unit Purchase Agreement, dated as of March 24, 2022, by and between the Company and Alpha Capital An

As filed with the Securities and Exchange Commission on October 12, 2023

As filed with the Securities and Exchange Commission on October 12, 2023 Registration No.

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MARIZYME, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly

Letter Agreement between Marizyme, Inc. and Outside The Box Capital Inc., dated as of August 17, 2023

Exhibit 10.56

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458 October 12, 2023 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attn: Tim Buchmiller Laura Crotty Re: Marizyme, Inc. Registration Statement on Form S-1 Filed July 18, 2023 File No. 333-273308 Ladies and Gentlemen: We hereb

Waiver and Consent between Marizyme, Inc. and Alessandro Solimeo, dated as of July 21, 2023

Exhibit 10.55 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of July 21, 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Alessandro Solimeo, an individual (the “Investor”). WHEREAS, in connection with that certain Unit Purchase Agreement, dated as of May 11, 2022, by and between the Company and Noah Boeken (“Boeken”)

Waiver and Consent between Marizyme, Inc. and Bologna Family Restaurant Spa, dated as of June 5, 2023

Exhibit 10.53 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of June 5, 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Bologna Family Restaurant Spa, an entity (the “Investor”). WHEREAS, the Investor holds that certain Class C Common Stock Purchase Warrant, of the Company, dated as of January 5, 2023 (No. 38), which

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): October 6, 2023

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): October 6, 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 Numbe

Marizyme, Inc. Announces FDA Clearance for Flagship Product, DuraGraft

Exhibit 99.1 Marizyme, Inc. Announces FDA Clearance for Flagship Product, DuraGraft™ DuraGraft is the first and only FDA cleared medical device for use as an intra-operative vascular conduit storage and flushing solution used during CABG surgeries. JUPITER, FL., Oct. 6, 2023/New Media Wire/ — Marizyme, Inc. (OTCQB:MRZM) (“Marizyme” or the “Company”), a global medical technology company focused on

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): October 3, 2023

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): October 3, 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 Numbe

Placement Agent Warrant, dated October 3, 2023, issued to Univest Securities, LLC (incorporated by reference to Exhibit 4.1 to Form 8-K filed on October 4, 2023)

Exhibit 4.1 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Placement Agent Warrant, dated October 3, 2023, issued to Bradley Richmond (incorporated by reference to Exhibit 4.2 to Form 8-K filed on October 4, 2023)

Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Letter Agreement between Marizyme, Inc. and Univest Securities, LLC, as Unitholder Representative for the Investors, dated October 3, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 4, 2023)

Exhibit 10.1 Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458 October 3, 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, January 13, 2022, January 24, 2

Registration Rights Agreement between Marizyme, Inc. and the purchasers signatory thereto, dated as of August 30, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on September 5, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is made and entered into as of August 30, 2023 among Marizyme, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): August 30, 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 Numbe

Cancellation and Exchange Agreement between Marizyme, Inc. and Frank Maresca Jr., dated as of August 30, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on September 5, 2023)

Exhibit 10.3 CANCELLATION AND EXCHANGE AGREEMENT THIS CANCELLATION AND EXCHANGE AGREEMENT (this “ Agreement”), is made and entered into as of August 30, 2023 (the “Effective Date”), between Marizyme, Inc., a Nevada corporation (the “Company”) and Frank Maresca, an individual (the “Creditor” and together with the Company, the “Parties” ). RECITALS A. From time to time, the Creditor has provided con

Form of Placement Agent Warrant with respect to Class F Common Stock Purchase Warrants (incorporated by reference to Exhibit 4.9 to Form 8-K filed on September 5, 2023)

Exhibit 4.9 THIS PLACEMENT AGENT WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURS

Form of Class E Common Stock Purchase Warrant issued by Marizyme, Inc., dated August 30, 2023 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on September 5, 2023)

Exhibit 4.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Class E Common Stock Purchase Warrant issued by Marizyme, Inc. to Frank Maresca Jr., dated August 30, 2023 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on September 5, 2023)

Exhibit 4.4 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of Class F Common Stock Purchase Warrant issued by Marizyme, Inc., dated August 30, 2023 (incorporated by reference to Exhibit 4.5 to Form 8-K filed on September 5, 2023)

Exhibit 4.5 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of Placement Agent Warrant with respect to 15% Original Issue Discount Unsecured Subordinated Convertible Promissory Notes (incorporated by reference to Exhibit 4.7 to Form 8-K filed on September 5, 2023)

Exhibit 4.7 THIS PLACEMENT AGENT WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURS

Unit Purchase Agreement between Marizyme, Inc. and the investors identified on Appendix A thereto, dated as of August 30, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 5, 2023)

Exhibit 10.1 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of August 30, 2023, by and among Marizyme, Inc., a Nevada corporation (the “Company”), and each investor identified on Appendix A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investo

Form of 15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc., dated August 30, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on September 5, 2023)

Exhibit 4.1 FORM OF 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AN

15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. to Frank Maresca Jr., dated August 30, 2023 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on September 5, 2023)

Exhibit 4.2 FORM OF 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AN

Class F Common Stock Purchase Warrant issued by Marizyme, Inc. to Frank Maresca Jr., dated August 30, 2023 (incorporated by reference to Exhibit 4.6 to Form 8-K filed on September 5, 2023)

Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of Placement Agent Warrant with respect to Class E Common Stock Purchase Warrants (incorporated by reference to Exhibit 4.8 to Form 8-K filed on September 5, 2023)

Exhibit 4.8 THIS PLACEMENT AGENT WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURS

Waiver and Consent between Marizyme, Inc. and Waichun Logistics Technology Ltd, dated as of April 12, 2023 (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 18, 2023)

Exhibit 10.1 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of April 12, 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Waichun Logistics Technology Ltd, an entity (the “Investor”). WHEREAS, the Investor holds (1) that certain 10% Secured Convertible Promissory Note, dated as of March 24, 2022, of the Company; (2) th

Certificate of Amendment Pursuant to Nevada Revised Statutes 78.380 & 78.390, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on August 16, 2023 (incorporated by reference to Exhibit 3.15 to Form 10-Q filed on August 18, 2023)

Exhibit 3.15

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specified i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 000-53223 NOTIFICATION OF LATE FILING CUSIP NUMBER 570372102 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Submission of Matters to a Vote of Security Holders

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): August 10, 2023 (August 9, 2023) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Comm

10% Secured Convertible Promissory Note, dated July 25, 2023, issued to Univest Securities, LLC (incorporated by reference to Exhibit 4.3 to Form 8-K filed on July 31, 2023)

Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

Class C Common Stock Purchase Warrant, dated July 25, 2023, issued to Univest Securities, LLC (incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 31, 2023)

Exhibit 4.1 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Regulation FD Disclosure, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 to CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2023 MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Comm

Class C Common Stock Purchase Warrant, dated July 25, 2023, issued to Bradley Richmond (incorporated by reference to Exhibit 4.2 to Form 8-K filed on July 31, 2023)

Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

10% Secured Convertible Promissory Note, dated July 25, 2023, issued to Bradley Richmond (incorporated by reference to Exhibit 4.4 to Form 8-K filed on July 31, 2023)

Exhibit 4.4 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

Placement Agent Warrant, dated July 25, 2023, issued to Univest Securities, LLC (incorporated by reference to Exhibit 4.5 to Form 8-K filed on July 31, 2023)

Exhibit 4.5 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Unregistered Sales of Equity Securities, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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 25, 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)

Placement Agent Warrant, dated July 25, 2023, issued to Bradley Richmond (incorporated by reference to Exhibit 4.6 to Form 8-K filed on July 31, 2023)

Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

As filed with the Securities and Exchange Commission on July 18, 2023

As filed with the Securities and Exchange Commission on July 18, 2023 Registration No.

Form of Waiver and Consent with respect to certain registration and exercise rights dated on or around June 9, 2023 (incorporated by reference to Exhibit 10.48 to Registration Statement on Form S-1 filed on July 18, 2023)

Exhibit 10.48 WAIVER AND CONSENT This WAIVER AND CONSENT (this “Waiver and Consent”) is made and entered into as of June 9, 2023 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and , a/an (the “Investor”). WHEREAS, the Investor will hold that certain Class C Common Stock Purchase Warrant, dated as of June 9, 2023, of the Company (the “Warrant”); WHEREAS, the Warrant will contai

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MARIZYME, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee

15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. to Hexin Global Ltd., dated July 10, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 12, 2023)

Exhibit 4.1 FORM OF 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AN

Class F Common Stock Purchase Warrant issued by Marizyme, Inc. to Hexin Global Ltd., dated July 10, 2023 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on July 12, 2023)

Exhibit 4.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Amendment to Registration Rights Agreement, dated July 6, 2023, between Marizyme, Inc. and each of the several investors signatory thereto (incorporated by reference to Exhibit 10.4 to Form 8-K filed on July 12, 2023)

Exhibit 10.4 AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of July 6, 2023, by and between Marizyme, Inc., a Nevada corporation (the “Company”) and each of the several investors signatory hereto (each such investor, an “Investor” and, collectively, the “Investors”). WHEREAS, each of the Investors holds any

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 6, 2023 MARIZYME, INC. (Exac

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 6, 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)

MRZM / Marizyme Inc / Lichti Braeden - FORM SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MARIZYME, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 570372102 (CUSIP Number) April 18, 2023 (Date of Event which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-

Class E Common Stock Purchase Warrant issued by Marizyme, Inc. to Hexin Global Ltd., dated July 10, 2023 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on July 12, 2023)

Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Registration Rights Agreement between Marizyme, Inc. and the purchaser signatory thereto, dated July 10, 2023 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on July 12, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is made and entered into as of July 10, 2023 among Marizyme, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). WH

Unit Purchase Agreement between Marizyme, Inc. and the investor identified on Appendix A thereto, dated July 10, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 12, 2023)

Exhibit 10.1 UNIT PURCHASE AGREEMENT This Unit Purchase Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is entered into as of July 10, 2023, by and among Marizyme, Inc., a Nevada corporation (the “Company”), and each investor identified on Appendix A hereto (each, including its successors and assigns, an “Investor” and collectively, the “Investors

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. to Walleye Opportunities Master Fund Ltd, dated May 30, 2023 (incorporated by reference to Exhibit 4.4 to Form 8-K filed on June 5, 2023)

Exhibit 4.4 FORM OF 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AN

Class E Common Stock Purchase Warrant issued by Marizyme, Inc. to Frank Maresca, dated May 30, 2023 (incorporated by reference to Exhibit 4.8 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Class F Common Stock Purchase Warrant issued by Marizyme, Inc. to Hexin Global Ltd., dated May 30, 2023 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. to Frank Maresca, dated May 30, 2023 (incorporated by reference to Exhibit 4.7 to Form 8-K filed on June 5, 2023)

Exhibit 4.7 FORM OF 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AN

Class E Common Stock Purchase Warrant issued by Marizyme, Inc. to Walleye Opportunities Master Fund Ltd, dated May 30, 2023 (incorporated by reference to Exhibit 4.5 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. to Hexin Global Ltd., dated May 30, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Cancellation and Exchange Agreement between Marizyme, Inc. and Hexin Global Ltd., dated as of May 30, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on June 5, 2023)

Exhibit 10.3 CANCELLATION AND EXCHANGE AGREEMENT THIS CANCELLATION AND EXCHANGE AGREEMENT (this “Agreement”), is made and entered into as of May 30, 2023 (the “Effective Date”), between MARIZYME, INC., a Nevada corporation (the “Company”) and HEXIN GLOBAL LTD., an entity (the “Holder” and together with the Company, the “Parties”). RECITALS A. On December 28, 2022, the Company issued to the Holder

Class F Common Stock Purchase Warrant issued by Marizyme, Inc. to Walleye Opportunities Master Fund Ltd, dated May 30, 2023 (incorporated by reference to Exhibit 4.6 to Form 8-K filed on June 5, 2023)

Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): May 30, 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)

Registration Rights Agreement between Marizyme, Inc. and each of the several purchasers signatory thereto, dated as of May 30, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 5, 2023)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (as amended, supplemented, restated and/or modified from time to time, this “Agreement”) is made and entered into as of May 30, 2023 among Marizyme, Inc., a Nevada corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). WHE

Cancellation and Exchange Agreement between Marizyme, Inc. and Walleye Opportunities Master Fund Ltd, dated as of May 30, 2023 (incorporated by reference to Exhibit 10.4 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Cancellation and Exchange Agreement between Marizyme, Inc. and Frank Maresca, dated as of May 30, 2023 (incorporated by reference to Exhibit 10.5 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Class E Common Stock Purchase Warrant issued by Marizyme, Inc. to Hexin Global Ltd., dated May 30, 2023 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Class F Common Stock Purchase Warrant issued by Marizyme, Inc. to Frank Maresca, dated May 30, 2023 (incorporated by reference to Exhibit 4.9 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Unit Purchase Agreement between Marizyme, Inc. and each investor identified on Appendix A thereto, dated as of May 30, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on June 5, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Class F Common Stock Purchase Warrant issued by Marizyme, Inc. to Hexin Global Ltd., dated May 22, 2023 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 24, 2023)

EX-4.3 3 ex4-3.htm Exhibit 4.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR P

Class E Common Stock Purchase Warrant issued by Marizyme, Inc. to Hexin Global Ltd., dated May 22, 2023 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on May 24, 2023)

Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 22, 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)

Form of Placement Agent Warrant as to 15% Original Issue Discount Unsecured Subordinated Convertible Promissory Notes (incorporated by reference to Exhibit 4.4 to Form 8-K filed on May 18, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

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): May 12, 2023

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): May 12, 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)

Unit Purchase Agreement between Marizyme, Inc. and each investor identified on Appendix A thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on May 18, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

15% Original Issue Discount Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc. to Walleye Opportunities Master Fund Ltd, dated May 12, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on May 18, 2023)

Exhibit 4.1 FORM OF 15% ORIGINAL ISSUE DISCOUNT UNSECURED SUBORDINATED CONVERTIBLE PROMISSORY NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AN

Placement Agency Agreement between Marizyme, Inc. and Univest Securities, LLC, dated April 27, 2023 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on May 18, 2023)

Exhibit 10.3

Registration Rights Agreement between Marizyme, Inc. and each of the several purchasers signatory thereto (incorporated by reference to Exhibit 10.2 to Form 8-K filed on May 18, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Class E Common Stock Purchase Warrant issued by Marizyme, Inc. to Walleye Opportunities Master Fund Ltd, dated May 12, 2022 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on May 18, 2023)

EX-4.2 4 ex4-2.htm Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR P

Form of Placement Agent Warrant as to Class E Common Stock Purchase Warrants (incorporated by reference to Exhibit 4.5 to Form 8-K filed on May 18, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Form of Placement Agent Warrant as to Class F Common Stock Purchase Warrants (incorporated by reference to Exhibit 4.6 to Form 8-K filed on May 18, 2023)

U.S. Securities and Exchange Commission You’ve Exceeded the SEC’s Traffic Limit Your request rate has exceeded the SEC’s maximum allowable requests per second. Your access to SEC.gov will be limited for 10 minutes. Current guidelines limit each user to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. To ensure that SEC.gov remains

Class F Common Stock Purchase Warrant issued by Marizyme, Inc. to Walleye Opportunities Master Fund Ltd, dated May 12, 2022 (incorporated by reference to Exhibit 4.3 to Form 8-K filed on May 18, 2023)

EX-4.3 5 ex4-3.htm Exhibit 4.3 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR P

Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on May 15, 2023 (incorporated by reference to Exhibit 3.7 to Form 8-K filed on May 18, 2023)

Exhibit 3.7

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specified

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): May 10, 2023 (May 7, 2023) MARIZY

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): May 10, 2023 (May 7, 2023) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Commission

Marizyme Announces IP Developments for DuraGraft® and its Pipeline Products

Exhibit 99.1 Marizyme Announces IP Developments for DuraGraft® and its Pipeline Products JUPITER, FL, May 10, 2023 (GLOBE NEWSWIRE) — via NewMediaWire – Marizyme, Inc. (“Marizyme” or the “Company”) (OTCQB: MRZM), a multi-technology biomedical company focused on the accelerated development and commercialization of medical technologies that improve patient health outcomes, announced today that it ha

Marizyme Announces IP Developments for DuraGraft® and its Pipeline of Products

Exhibit 99.2 Marizyme Announces IP Developments for DuraGraft® and its Pipeline of Products JUPITER, FL, May 10, 2023 (GLOBE NEWSWIRE) — via NewMediaWire – Marizyme, Inc. (“Marizyme” or the “Company”) (OTCQB: MRZM), a multi-technology biomedical company focused on the accelerated development and commercialization of medical technologies that improve patient health outcomes, announced today that it

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 to CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 26, 2023 (December 27, 2022) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458 April 21, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Marizyme, Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-262697 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Se

Form of Letter Agreement, dated April 13, 2023 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 20, 2023)

Exhibit 10.1 MARIZYME, INC. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458 April 13, 2023 Dear Warrant Holder: Reference is made to the Common Share Purchase Warrants of Marizyme, Inc. (the “Company”) dated August 4, 2020 (the “Warrants”). According to the Company’s records, you are a holder of one or more of the Warrants (“you” or the “Warrant Holder”). All capitalized terms used but not ot

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): April 14, 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

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458

Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458 April 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Marizyme, Inc. Request for Withdrawal of Amendment No. 5 to Form S-1 File No. 333-262697 Ladies and Gentlemen: Pursuant to Rule 477 of the Securities Act of 1933, as amended (the “Securitie

MRZM / Marizyme Inc / ESC Holdings LLC - FORM SC 13G Passive Investment

SC 13G 1 escsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Marizyme, Inc (Name of Issuer) par value $0.001 per share (Title of Class of Securities) 36150G106 (CUSIP Number) November 11, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53223 MARIZYME, INC. (Exac

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Form 10-K filed on March 24, 2023)

EXHIBIT 21.1 List of Subsidiaries Marizyme Sciences, Inc., a Florida corporation Somaceutica, Inc., a Florida corporation Somahlution, Inc., a Delaware corporation My Health Logic Inc., a corporation incorporated pursuant to the laws of the Province of Alberta, Canada

Description of Securities of Marizyme, Inc.

Exhibit 4.21 DESCRIPTION OF SECURITIES The following is a summary of the rights of our securities and certain provisions of our articles of incorporation, as amended, and our bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, and bylaws, each of which is filed as an exhibit to the Annual Report on Fo

As filed with the Securities and Exchange Commission on February 13, 2023

As filed with the Securities and Exchange Commission on February 13, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MARIZYME, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration

As filed with the Securities and Exchange Commission on February 9, 2023

As filed with the Securities and Exchange Commission on February 9, 2023 Registration No.

Form of Underwriting Agreement

EX-1.1 12 ex1-1.htm Exhibit 1.1 MARIZYME, INC. UNDERWRITING AGREEMENT , 2023 Univest Securities, LLC 75 Rockefeller Plaza, Suite 1838 New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, MARIZYME, INC., a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed

Securities Purchase Agreement, dated as of February 6, 2023, by and between Marizyme, Inc. and Walleye Opportunities Master Fund Ltd. (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 7, 2023)

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of February 6, 2023, between Marizyme, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set for

Class D Common Stock Purchase Warrant issued by Marizyme, Inc. (incorporated by reference to Exhibit 4.2 to Form 8-K filed on February 7, 2023)

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

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): February 7, 2023 (February 6, 202

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): February 7, 2023 (February 6, 2023) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (C

Unsecured Subordinated Convertible Promissory Note issued by Marizyme, Inc., dated February 6, 2023 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on February 7, 2023)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR

As filed with the Securities and Exchange Commission on February 1, 2023

As filed with the Securities and Exchange Commission on February 1, 2023 Registration No.

Form of Unit Warrant (incorporated by reference to Exhibit 4.18 to Form S-1/A filed on February 1, 2023)

Exhibit 4.18 MARIZYME, INC. Form of COMMON STOCK PURCHASE WARRANT Warrant No.: [ ] CUSIP No.: [ ] Number of Warrant Shares: [ ] Initial Exercise Date: [ ], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at an

Promissory Note issued by Marizyme, Inc. to Hexin Global Ltd., dated December 28, 2022 (incorporated by reference to Exhibit 4.16 to Form S-1/A filed on February 1, 2023)

EX-4.16 2 ex4-16.htm Exhibit 4.16

Form of Warrant Agent Agreement (incorporated by reference to Exhibit 4.19 to Form S-1/A filed on February 1, 2023)

EX-4.19 4 ex4-19.htm Exhibit 4.19 MARIZYME, INC. and SECURITIES TRANSFER CORPORATION, as Warrant Agent Warrant Agent Agreement Dated as of [●], 2023 WARRANT AGENT AGREEMENT WARRANT AGENT AGREEMENT, dated as of [●], 2023 (“Agreement”), between Marizyme, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and Securities Transfer Corporation, a corporation organized u

Letter Agreement between Marizyme, Inc. and Univest Securities, LLC, dated January 12, 2023 (incorporated by reference to Exhibit 10.13 to Form 8-K filed on January 17, 2023)

Exhibit 10.13

Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 13, 2023, effective on January 17, 2023 at 4:45 PM Pacific time (incorporated by reference to Exhibit 3.4 to Form 8-K filed on January 17, 2023)

Exhibit 3.4

Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 13, 2023, effective on January 17, 2023 at 5:00 PM Pacific time (incorporated by reference to Exhibit 3.5 to Form 8-K filed on January 17, 2023)

Exhibit 3.5

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): January 17, 2023 (January 5, 2023) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Co

Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 5, 2023 (incorporated by reference to Exhibit 3.3 to Form 8-K filed on January 17, 2023)

EX-3.3 2 ex3-3.htm Exhibit 3.3

Certificate of Change Pursuant to NRS 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on January 13, 2023, effective on January 17, 2023 at 5:15 PM Pacific time (incorporated by reference to Exhibit 3.6 to Form 8-K filed on January 17, 2023)

Exhibit 3.6

Waiver and Consent between Marizyme, Inc. and Viner Total Investments Fund, dated January 9, 2023 (incorporated by reference to Exhibit 10.12 to Form 8-K filed on January 17, 2023)

Exhibit 10.12

Certificate of Amendment Pursuant to NRS 78.380 & 78.390 to the Articles of Incorporation filed with the Nevada Secretary of State on December 30, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on January 5, 2023)

EX-3.1 2 ex3-1.htm Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): January 5, 2023 (December 30, 2022) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (C

Submission of Matters to a Vote of Security Holders

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 28, 2022 (December 27, 2022) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation)

As filed with the Securities and Exchange Commission on November 16, 2022

As filed with the Securities and Exchange Commission on November 16, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A 1 def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-

Form of Limited Waiver and Consent between Marizyme, Inc. and certain investors (incorporated by reference to Exhibit 10.58 to Form S-1/A filed on November 2, 2022)

Exhibit 10.58 Limited WAIVER AND CONSENT This LIMITED WAIVER AND CONSENT (this “Limited Waiver and Consent”) is made and entered into as of [ ], 2022 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and [ ], an entity (the “Investor”). WHEREAS, the Investor holds that certain [10% Secured Convertible Promissory Note], dated as of [ ], issued by the Company to the Investor, [and]

Form of Representative’s Warrant (included in Exhibit 1.1)

Exhibit 1.1 MARIZYME, INC. UNDERWRITING AGREEMENT , 2022 Univest Securities, LLC 75 Rockefeller Plaza, Suite 1838 New York, NY 10019 As Representative of the Underwriters named on Schedule A hereto Ladies and Gentlemen: The undersigned, MARIZYME, INC., a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the

Waiver, dated July 22, 2022, between Marizyme, Inc. and Viner Total Investments Fund (incorporated by reference to Exhibit 10.55 to Form S-1/A filed on November 2, 2022)

Exhibit 10.55 WAIVER This WAIVER (this “Waiver”) is made and entered into as of July 22, 2022 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Viner Total Investments Fund, an entity (the “Investor”). WHEREAS, pursuant to Section 2.1(a) of the Unit Purchase Agreement, dated as of December 21, 2021 (as amended and in effect from time to time, including any replacement agreeme

Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.16 to Form S-1/A filed on November 2, 2022)

Exhibit 10.16 AMENDED AND RESTATED MARIZYME, INC. 2021 STOCK INCENTIVE PLAN 1. Establishment, Purpose and Term of Plan. 1.1. Establishment. The Amended and Restated Marizyme, Inc. 2021 Stock Incentive Plan is hereby established effective as of May 18, 2021. 1.2. Purpose. The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by providing an ince

As filed with the Securities and Exchange Commission on November 2, 2022

As filed with the Securities and Exchange Commission on November 2, 2022 Registration No.

Agreement to Transfer Option and Amendatory Agreement, among Marizyme, Inc., James Sapirstein and Bevilacqua PLLC as escrow agent, dated March 3, 2022 (incorporated by reference to Exhibit 10.43 to Form S-1/A filed on November 2, 2022)

Exhibit 10.43 Marizyme, Inc. 555 Heritage Drive, Suite 205 Jupiter, Florida 33458 March 3, 2022 By Electronic Mail James Sapirstein 5310 Boca Marina Circle N Boca Raton, Fl 33487 Re: Agreement to Transfer Option and Amendatory Agreement (this “Agreement”). Dear Mr. Sapirstein: On July 19, 2019, Marizyme, Inc. (the “Company”) entered into the Stock Option Agreement (the “Stock Option Agreement”) wi

Form of Restricted Stock Unit Award Agreement for Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.19 to Form S-1/A filed on November 2, 2022)

Exhibit 10.19 MARIZYME, Inc. NOTICE OF GRANT OF RESTRICTED STOCK UNITS The Participant has been granted the number of Restricted Stock Units set forth below (the “RSUs”) pursuant to the Amended and Restated Marizyme, Inc. 2021 Stock Incentive Plan (the “Plan”), as follows: Participant: Date of Grant: Number of Restricted Stock Units: Initial Vesting Date: Vested Stock: [First Vesting Date] Subject

Form of Restricted Stock Award Agreement for Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.18 to Form S-1/A filed on November 2, 2022)

Exhibit 10.18 MARIZYME, Inc. NOTICE OF GRANT OF RESTRICTED STOCK The Participant has been granted an award of Restricted Stock pursuant to the Amended and Restated Marizyme, Inc. 2021 Stock Incentive Plan (the “Plan”), as follows: Participant: [PARTICIPANT NAME] Date of Grant: [DATE OF GRANT] Total Number of Shares: [TOTAL NUMBER OF SHARES] Purchase Price: $0 Initial Restriction Expiration Date: [

Filing Fee Table (incorporated by reference to Exhibit 107 to Form S-1/A filed on November 2, 2022)

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MARIZYME, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration

Form of Warrant

EX-4.21 5 ea166375ex4-21marizyme.htm FORM OF WARRANT Exhibit 4.21 MARIZYME, INC. Form of COMMON STOCK PURCHASE WARRANT Warrant Shares: [ ] Initial Exercise Date: [ ], 2022 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set f

Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to Form S-1/A filed on November 2, 2022)

Exhibit 14.1 MARIZYME, INC. CODE OF BUSINESS CONDUCT AND ETHICS INTRODUCTION We are committed to maintaining the highest standards of honest and ethical business conduct, including ensuring full, fair, accurate, timely and understandable disclosures in our public documents and reports, compliance with applicable laws, prompt internal reporting of violations of these standards and accountability fo

Form of Indemnification Agreement between Marizyme, Inc. and each current officer or director (incorporated by reference to Exhibit 10.52 to Form S-1/A filed on November 2, 2022)

Exhibit 10.52 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of , 2022 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable. BACKGROUND The Board of Directors of the Company (the “Board of Directors”) has determined that the inability to attract a

Form of Independent Director Agreement between Marizyme, Inc. and each current non-executive director (incorporated by reference to Exhibit 10.53 to Form S-1/A filed on November 2, 2022)

Exhibit 10.53 INDEPENDENT DIRECTOR AGREEMENT INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated , 2022, by and between Marizyme, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”). RECITALS A. The Company has filed a registration statement on Form S-1 relating to a firm commitment public offering of its securities (the “Offering”). B. The Company desires the Dir

Common Stock Purchase Warrant issued to AAT Services Inc., dated December 21, 2021 (incorporated by reference to Exhibit 4.9 to Form S-1/A filed on November 2, 2022)

Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Form of Stock Option Agreement for Marizyme, Inc. Amended and Restated 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.17 to Form S-1/A filed on November 2, 2022)

Exhibit 10.17 MARIZYME, INC. NOTICE OF GRANT OF STOCK OPTION The Participant has been granted an option (the “Option”) to purchase certain shares of Marizyme, Inc. (the “Company”) pursuant to the Amended and Restated Marizyme, Inc. 2021 Stock Incentive Plan (the “Plan”), as follows: Participant: [PARTICIPANT NAME] Date of Grant: [DATE OF GRANT] Number of Option Shares: [NUMBER OF OPTION SHARES] Ex

Common Stock Purchase Warrant issued to Rydra Capital Corp., dated December 21, 2021 (incorporated by reference to Exhibit 4.10 to Form S-1/A filed on November 2, 2022)

Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO

Waiver, dated July 22, 2022, between Marizyme, Inc. and Waichun Logistics Technology Limited (incorporated by reference to Exhibit 10.56 to Form S-1/A filed on November 2, 2022)

EX-10.56 16 ea166375ex10-56marizyme.htm WAIVER, DATED JULY 22, 2022, BETWEEN MARIZYME, INC. AND WAICHUN LOGISTICS TECHNOLOGY LIMITED Exhibit 10.56 WAIVER This WAIVER (this “Waiver”) is made and entered into as of July 22, 2022 by and between Marizyme, Inc., a Nevada corporation (the “Company”) and Waichun Logistics Technology Limited, an entity (the “Investor”). WHEREAS, pursuant to Section 2.1(a)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive

Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated August 12, 2022 (incorporated by reference to Exhibit 4.2 to Form 8-K filed on August 18, 2022)

Exhibit 4.2 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated August 12, 2022 (incorporated by reference to Exhibit 4.1 to Form 8-K filed on August 18, 2022)

Exhibit 4.1 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

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): August 18, 2022 (August 12, 2022) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Com

Form of Placement Agent Warrants issued on June 26, 2022 (incorporated by reference to Exhibit 4.5 to Form 10-Q filed on August 15, 2022)

Exhibit 4.5

Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated June 17, 2022

Exhibit 4.3 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specified i

First Amendment to Lease, dated March 16, 2022, between JIC Equities, LLC and Marizyme, Inc. (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 15, 2022)

Exhibit 10.1

Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated June 17, 2022

Exhibit 4.4 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Certificate of Change Pursuant to Nevada Revised Statutes Section 78.209, as filed by Marizyme, Inc. with the Secretary of State of the State of Nevada on August 3, 2022 (incorporated by reference to Exhibit 3.1 to Form 8-K filed on August 3, 2022)

Exhibit 3.1

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

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): August 3, 2022 (August 3, 2022) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Commi

Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated May 11, 2022 (incorporated by reference to Exhibit 4.8 to Form 10-Q filed on May 16, 2022)

Exhibit 4.8 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Form of Class C Common Stock Purchase Warrant issued by Marizyme, Inc., dated March 24, 2022 (incorporated by reference to Exhibit 4.6 to Form 10-Q filed on May 16, 2022)

Exhibit 4.6 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAIL

Common Stock Purchase Warrant issued to Bradley Richmond, dated January 26, 2022 (incorporated by reference to Exhibit 4.3 to Form 10-Q filed on May 16, 2022)

EX-4.3 2 ex4-3.htm Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT For the transition period from to Commission File Number: 000-53223 MARIZYME, INC. (Exact name of registrant as specified

Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated May 11, 2022 (incorporated by reference to Exhibit 4.7 to Form 10-Q filed on May 16, 2022)

Exhibit 4.7 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABL

Agreement to Transfer Option and Amendatory Agreement, among Marizyme, Inc., James Sapirstein and Bevilacqua PLLC as escrow agent, dated March 3, 2022

EX-10.2 8 ex10-2.htm Exhibit 10.2

Form of 10% Secured Convertible Promissory Note issued by Marizyme, Inc., dated March 24, 2022 (incorporated by reference to Exhibit 4.5 to Form 10-Q filed on May 16, 2022)

EX-4.5 4 ex4-5.htm Exhibit 4.5 THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURS

Common Stock Purchase Warrant issued to Bradley Richmond, dated February 14, 2022 (incorporated by reference to Exhibit 4.4 to Form 10-Q filed on May 16, 2022)

Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE ?COMMISSION?) OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 12, 2022 (May 11, 2022) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Commissio

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 25, 2022 (April 22, 2022) MARIZYME, INC. (Exact name of registrant as specified in its charter) Nevada 000-53223 82-5464863 (State or other jurisdiction of incorporation) (Commi

Director Agreement, dated as of December 6, 2018, between Marizyme, Inc. and James Sapirstein

Exhibit 10.48

Incentive Stock Option Agreement with George Kovalyov, dated March 17, 2022

Exhibit 4.10

Agreement to Transfer Option and Amendatory Agreement, dated March 3, 2022, between Marizyme, Inc., James Sapirstein and Bevilacqua PLLC, as escrow agent

Exhibit 10.49

Description of Securities of Marizyme, Inc.

Exhibit 4.1 DESCRIPTION OF SECURITIES The following is a summary of the rights of our common stock and preferred stock and certain provisions of our articles of incorporation, as amended, and our bylaws. This summary does not purport to be complete and is qualified in its entirety by the provisions of our articles of incorporation, as amended, and bylaws, which are filed as exhibits to the Annual

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 000-53223 MARIZYME, INC. (Exact name of

Services Agreement dated March 1, 2021 between Marizyme, Inc. and James Sapirstein

Exhibit 10.20

Code of Business Conduct and Ethics

Exhibit 14.1 Marizyme, Inc. Code of Ethics and Business Conduct 1. Introduction. 1.1. The Board of Directors of Marizyme, Inc. (together with its subsidiaries, the ?Company?) has adopted this Code of Ethics and Business Conduct (this ?Code?) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accur

Incentive Stock Option Agreement with Bradley Richmond, dated March 17, 2022

Exhibit 4.12

Common Stock Purchase Warrant issued to Bradley Richmond, dated January 26, 2022

Exhibit 4.8

Indemnification Agreement dated November 1, 2020 with James Sapirstein

Exhibit 10.16 .

Indemnification Agreement dated November 1, 2020 with Bruce Harmon

Exhibit 10.18

Incentive Stock Option Agreement with Harrison Ross, dated March 17, 2022

Exhibit 4.11

Common Stock Purchase Warrant issued to Bradley Richmond, dated February 14, 2022

Exhibit 4.9

Consulting Agreement, dated September 30, 2020, by and between Marizyme, Inc. and Bradley Richmond (incorporated by reference to Exhibit 10.32 to Form S-1 filed on February 14, 2022)

EX-10.32 18 ex10-32.htm Exhibit 10.32 CONSULTING AGREEMENT This Agreement, executed on September 30, 2020 (the “Agreement”) by and between Marizyme Inc., a corporation organized and existing under the laws of Nevada (hereinafter called “MRZM” or the “Company”) and Bradley Richmond (hereinafter, in the aggregate, the “Consultants”). WHEREAS the Consultants have confirmed to the Company that they po

Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Form S-1 filed on February 14, 2022)

EX-99.1 33 ex99-1.htm Exhibit 99.1 Charter of the Audit Committee of Marizyme, Inc. 1. Purpose The Audit Committee (the “Committee”) is appointed by the Board of Directors of Marizyme, Inc. (the “Company”) to assist the Board of Directors in its oversight of: (1) the integrity of the financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the perform

Stock Option Agreement with Terry Brostowin dated December 6, 2018 (incorporated by reference to Exhibit 4.2 to Form S-1 filed on February 14, 2022)

EX-4.2 4 ex4-2.htm Exhibit 4.2

Stock Option Agreement, dated January 16, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.42 to Form S-1 filed on February 14, 2022)

EX-10.42 27 ex10-42.htm Exhibit 10.42

Mutual Release of Claims Agreement by and between Marizyme, Inc. and Nicholas DeVito dated August 27, 2020 (incorporated by reference to Exhibit 10.13 to Form S-1 filed on February 14, 2022)

Exhibit 10.13

Letter Agreement, dated March 5, 2021, between Marizyme, Inc. and Bruce Harmon (incorporated by reference to Exhibit 10.34 to Form S-1 filed on February 14, 2022)

Exhibit 10.34

Confidential Separation Agreement and General Release, dated September 14, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.43 to Form S-1 filed on February 14, 2022)

Exhibit 10.43

Stock Option Agreement with Frank Maresca dated January 9, 2020 (incorporated by reference to Exhibit 4.4 to Form S-1 filed on February 14, 2022)

Exhibit 4.4

Stock Option Agreement with Terry Brostowin dated July 13, 2019 (incorporated by reference to Exhibit 4.6 to Form S-1 filed on February 14, 2022)

Exhibit 4.6

As filed with the Securities and Exchange Commission on February 14, 2022

As filed with the Securities and Exchange Commission on February 14, 2022 Registration No.

Nominating and Corporate Governance Committee Charter (incorporated by reference to Exhibit 99.3 to Form S-1 filed on February 14, 2022)

EX-99.3 35 ex99-3.htm Exhibit 99.3 Charter of the Nominating and Corporate Governance Committee of Marizyme, Inc. 1. Purpose The Nominating and Corporate Governance Committee (the “Committee”) is appointed by the Board of Directors of Marizyme, Inc. (the “Company”) for the purpose of (i) making recommendations to the Board of Directors regarding candidates for directorships and the size and compos

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to Form S-1 filed on February 14, 2022)

EX-21 30 ex21-1.htm EXHIBIT 21.1 List of Subsidiaries Marizyme Sciences, Inc., a Florida corporation Somaceutica, Inc., a Delaware corporation Somahlution, Inc., a Delware corporation My Health Logic Inc., an Alberta, Canada corporation

Common Stock Purchase Warrant issued to Univest Securities, LLC, dated January 24, 2022 (incorporated by reference to Exhibit 4.13 to Form S-1 filed on February 14, 2022)

Exhibit 4.13 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

Form of Patent Security Agreement, dated as of May 19, 2021, between Marizyme, Inc. and the secured parties signatory thereto (incorporated by reference to Exhibit 10.30 to Form S-1 filed on February 14, 2022)

Exhibit 10.30 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this ?Patent Security Agreement?) is entered into as of May 19, 2021 by and among Marizyme, Inc., a Nevada corporation (the ?Grantor?) and the secured parties signatory hereto (collectively, the ?Secured Party?). WHEREAS, (a) the Grantor and the Secured Party have entered into that certain Unit Purchase Agreement dated as of t

Executive Employment Agreement, dated July 26, 2021, between Marizyme, Inc. and Catherine Pachuk (incorporated by reference to Exhibit 10.36 to Form S-1 filed on February 14, 2022)

EX-10.36 22 ex10-36.htm Exhibit 10.36

Marizyme Employment Terms and Conditions Agreement, dated January 18, 2021, between Marizyme, Inc. and Amy Chandler (incorporated by reference to Exhibit 10.38 to Form S-1 filed on February 14, 2022)

Exhibit 10.38

Stock Option Agreement with James Sapirstein dated July 13, 2019 (incorporated by reference to Exhibit 4.5 to Form S-1 filed on February 14, 2022)

Exhibit 4.5

Form of Guarantors Security Agreement, dated as of May 20, 2021, between Marizyme Sciences, Inc., Somaceutica, Inc., and Somahlution, Inc., and the secured parties signatory thereto (incorporated by reference to Exhibit 10.26 to Form S-1 filed on February 14, 2022)

Exhibit 10.26 EXECUTION COPY GUARANTORS SECURITY AGREEMENT GUARANTORS SECURITY AGREEMENT (this ?Agreement?), dated as of May 20, 2021, by and among the grantors signatory hereto (individually, a ?Grantor? and collectively, the ?Grantors?) and the secured parties signatory hereto (collectively, the ?Secured Party?). WHEREAS, Marizyme, Inc., a Nevada corporation (the ?Borrower?) is the holder of 100

Form of Guaranty, dated as of May 19, 2021, of Marizyme Sciences, Inc., Somaceutica, Inc., and Somahlution, Inc. (incorporated by reference to Exhibit 10.27 to Form S-1 filed on February 14, 2022)

Exhibit 10.27 EXECUTION COPY GUARANTY GUARANTY (the ?Guaranty?), dated as of May [ ], 2021, by among the guarantors signatory hereto (individually, a ?Guarantor? and collectively, the ?Guarantors?) in favor of the lenders signatory hereto (collectively, the ?Lender?). WHEREAS, Marizyme, Inc., a Nevada corporation (the ?Borrower?) is the holder of 100% of the equity interests of each Guarantor; and

Form of Trademark Security Agreement, dated as of May 19, 2021, between Marizyme, Inc. and the secured parties signatory thereto (incorporated by reference to Exhibit 10.29 to Form S-1 filed on February 14, 2022)

EX-10.29 16 ex10-29.htm Exhibit 10.29 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is entered into as of May , 2021 by and between MARIZYME, INC., a Nevada corporation (the “Grantor”) and secured parties signatory hereto (collectively, the “Secured Party”). WHEREAS, (a) the Grantor and the Secured Party have entered into that certain Unit Pur

Lease, dated December 11, 2020, between JIC Equities, LLC and Marizyme, Inc. (incorporated by reference to Exhibit 10.35 to Form S-1 filed on February 14, 2022)

Exhibit 10.35

Common Stock Purchase Warrant issued to Bradley Richmond, dated January 24, 2022 (incorporated by reference to Exhibit 4.12 to Form S-1 filed on February 14, 2022)

Exhibit 4.12 THIS WARRANT HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAI

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) MARIZYME, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) (2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

Stock Option Agreement with Frank Maresca dated July 13, 2019 (incorporated by reference to Exhibit 4.3 to Form S-1 filed on February 14, 2022)

Exhibit 4.3

Common Stock Purchase Warrant issued to Bradley Richmond, dated October 2, 2020 (incorporated by reference to Exhibit 4.11 to Form S-1 filed on February 14, 2022)

Exhibit 4.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Employment Offer Letter, dated January 16, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.41 to Form S-1 filed on February 14, 2022)

EX-10.41 26 ex10-41.htm Exhibit 10.41

Consulting Agreement, dated December 21, 2021, by and among Marizyme, Inc., Rydra Capital Corp., and Harrison Ross (incorporated by reference to Exhibit 10.33 to Form S-1 filed on February 14, 2022)

EX-10.33 19 ex10-33.htm Exhibit 10.33 MARIZYME, INC. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is entered into effective as of December 21, 2021 (“Effective Date”) by and among Marizyme, Inc. a Nevada corporation (the “Company”), Rydra Capital Corp., a corporation incorporated pursuant to the laws of British Columbia, Canada (“Rydra”) and Harrison Ross, an individual (“Prin

Form of Security Agreement, dated as of May 25, 2021, between Marizyme, Inc. and the secured parties signatory thereto (incorporated by reference to Exhibit 10.28 to Form S-1 filed on February 14, 2022)

Exhibit 10.28 EXECUTION COPY SECURITY AGREEMENT SECURITY AGREEMENT (this ?Agreement?), dated as of May , 2021, by and among Marizyme, Inc., a Nevada corporation (the ?Company?) and the secured parties signatory hereto (collectively, the ?Secured Party?). WHEREAS, the Company (a) and the Secured Party have entered into that certain Unit Purchase Agreement dated as of the date hereof (as amended and

Stock Option Agreement, dated January 29, 2021, between Marizyme, Inc. and Amy Chandler (incorporated by reference to Exhibit 10.39 to Form S-1 filed on February 14, 2022)

Exhibit 10.39

Marizyme Employment Terms and Conditions Agreement, dated February 25, 2021, between Marizyme, Inc. and Roger Schaller (incorporated by reference to Exhibit 10.40 to Form S-1 filed on February 14, 2022)

Exhibit 10.40

EX-10.44

Exhibit 10.44

Stock Option Agreement with James Sapirstein dated June 12, 2019 (incorporated by reference to Exhibit 4.1 to Form S-1 filed on February 14, 2022)

Exhibit 4.1

Certificate of Withdrawal of Certificate of Designation, effective January 25, 2022 (incorporated by reference to Exhibit 3.5 to Form S-1 filed on February 14, 2022)

EX-3.5 2 ex3-5.htm Exhibit 3.5