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CORRESP
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    10
                                         Oceana Way

        Norwood,
        MA 02062

        844-244-0200

        marimedinc.com

January
21, 2020

Filed
via EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Technology

100
F Street, NE

Washington,
D.C. 20549

    Attn:
    Inessa
    Kessman, Senior Staff Accountant

    Robert
    Littlepage, Accounting Branch Chief

    Re:

    MariMed
    Inc.

    Form
    10-K for the Fiscal Year Ended December 31, 2018 (“10-K”)

    Filed
    April 16, 2019

    File
    No. 000-54433

Dear
Ms. Kessman and Mr. Littlepage:

We
have reviewed the comment to the above-referenced 10-K as set forth in your letter dated December 23, 2019 and are providing the
following response thereto. For your convenience, a copy of the comment is provided in italics below.

Form
10-K for the Fiscal Year Ended December 31, 2018

Liquidity
and Capital Resources, page 21

    1.
    We
    note that you raised $45 million and $29.2 million in financing transactions in 2018 and nine months ended September 30, 2019.
    You also had significant negative cash flows from operations for both the fiscal year ended December 31, 2018 and nine months
    ended September 30, 2019. As such, please expand your Liquidity and Capital Resources section to identify any material liquidity
    deficiencies. Address any known trends or any known demands, commitments, events or uncertainties that will result in or that
    are reasonably likely to result in liquidity increasing or decreasing in any material way. Your discussion should analyze
    your ability to meet your liquidity needs both on a long-term and short-term basis. Also, tell us how you considered the going
    concern guidance in ASC 205-40. Provide us with your proposed future disclosure.

We
respectfully advise the Staff that in connection with the preparation of the financial statements of MariMed Inc. (the “Company”)
for the year ended December 31, 2018 and for the nine months ended September 30, 2019, the Company’s management evaluated
the Company’s ability to continue as a going concern in accordance with ASC 205-40. Specifically, there were no relevant
conditions or events, considered in the aggregate, that were known or reasonably knowable by management on the issuance dates
of the aforementioned financial statements which indicated the probable likelihood that the Company would be unable to meet its
obligations as they become due within one year after the issuance date of the aforementioned financial statements.

As
part of its evaluation, management assessed known trends, commitments, and uncertainties, which at the time included the lower
level of capital raised by the Company in 2019 than in the previous year, the overall slowing of cannabis industry investment
activity, the decline of stock prices across nearly all public cannabis companies, missteps and/or declines of certain bellwether
cannabis companies, and the weakening of cannabis investor confidence. While it was determined that these factors would likely
have an impact on the Company’s ability to raise capital, such impact would solely affect the speed at which the Company
could complete its transition plan (described in our previous SEC filings) and develop new facilities, but would not impact the
Company’s liquidity or ability to continue as a going concern.

Such
determination that the Company’s liquidity had not weakened in any material way was primarily supported by:

    (i)
    The
    anticipated payment of a $30 million receivable balance due from GenCanna Global, Inc., a related party as disclosed in
    the Company’s filings;

    (ii)
    The
    projected profitability increase of the Company’s Illinois dispensary operations following the legalization of recreational
    cannabis for adult use commencing January 1, 2020; and

    (iii)
    The
    opening of the Company’s Massachusetts dispensary in December 2019, and the launch of wholesale selling operations of
    the Company’s Massachusetts cultivation and production facility in the first quarter of 2020.

As
of the date of this response, the profitability increases in the Illinois dispensaries, and the progress of the Massachusetts
dispensary and cultivation/production facility have occurred as planned. The receivable balance from GenCanna, however, has not
been timely paid, and we have been informed by GenCanna that such payment will not be made until it resolves a deficiency in its
liquidity. Accordingly, our Form 10-K for the fiscal year ended December 31, 2019 will include a reserve against this receivable
balance, the amount of which will be based on the partial payment(s) made by GenCanna, if any, as well as the status of GenCanna’s
efforts to resolve its liquidity deficiency prior to our filing.

In
order to address the impact that GenCanna’s payment delay/default will have on the liquidity of the Company, we are currently
in discussions with lenders regarding a short term loan facility to provide working capital through the latter part of 2020, at
which time we believe the Company’s operating profit will organically support its day-to-day operations. At the same time,
we are also meeting with financial institutions to consider generating liquidity from our owned and mortgaged real property via
the refinancing of certain mortgages, sale of certain property, and/or a combination thereof. As of the date of this response,
we do not have a firm commitment for any loan or financing transaction, however we believe we will consummate a financing prior
to the next required repayment dates of our maturing debt.

Our
proposed future disclosure of Liquidity and Capital Resources in our Form 10-K for the fiscal year ended December 31, 2019
cannot be provided in its final form at this time as it will depend on the financial results of calendar 2019 which are currently
being finalized, as well as the status of the GenCanna receivable, and the outcome of our efforts to obtain a short term loan
or financing facility. Nevertheless, the following is a qualitative description of how we intend to expand our disclosure.

*
*    *

Liquidity
and Capital Resources

As
of December 31, 2019, we reported cash and cash equivalents of approximately $[TBD] and working capital of $[TBD],
compared to cash and cash equivalents of approximately $4.1 million and working capital of approximately $5.8 million as of December
31, 2018. The change in working capital from year-to-year is due to [to be disclosed and explained].

Operating
Activities

[We
will disclose the level of cash from operating activities of each reported period and the reason for year-to-year change. The
latest developments with respect to the GenCanna receivable and the amount of reserve recorded against such receivable will be
disclosed and explained. We will also discuss management’s expectation that by the latter part of 2020 the Company’s
operating profit will organically support it day-to-day operations.]

Investing
Activities

[We
will disclose the level of cash used in investing activities of each reported period and the reason for year-to-year change.]

Financing
Activities

During
the year ended December 31, 2019, we raised $32.31 million, comprised of $19.96 million from the issuance of promissory notes,
$9.60 million from the issuance of convertible debentures, and $2.75 million from the sale of common stock. Please refer to the
footnote disclosures accompanying our audited consolidated financial statements for the year ended December 31, 2019 for further
discussion of these transactions.

In
the previous calendar year, we raised $44.7 million, comprised of $31.8 million from the sale of common stock, $9.9 million from
the issuance of convertible debentures, and $3.0 million from the issuance of a promissory note. In addition, capital of approximately
$2.0 million was extended to us for building improvements on our New Bedford, MA property by the mortgagee.

These
funds were used to execute on our transition strategy to become a direct cultivator, producer, and dispenser of cannabis and cannabis-related
products, to continue the development of our facilities and our hemp operations, to expand our branded licensing business, and
for working capital purposes.

[A
paragraph will be added to disclose our efforts after December 31, 2019 through the filing date to obtain a short term loan or
closing on a financing transaction as explained in our response above.]

We
continue to require and negotiate for additional sources of capital, although there can be no assurance that any such capital
will be obtained on terms that are acceptable to us. We believe the unavailability of additional capital would not affect the
Company’s ability to continue as a going concern as explained above, but would impact the speed at which we can finalize
our transition strategy, develop new cannabis facilities, and acquire additional cannabis or CBD operations.

*
   *    *

Please
contact the undersigned or our counsel, Kenneth S. Rose, Esq. (914-993-6051 or krose@kelaw.com), should you require clarification
with respect to the foregoing.

    Sincerely,

    MariMed Inc.

    By:
    /s/
    Jon R. Levine

    Jon
    R. Levine

    Chief
    Financial Officer

cc:
Kenneth S. Rose, Esq.