Current Report Filing (8-k)
March 20 2018 - 5:20PM
Edgar (US Regulatory)
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 20, 2018
Marathon Patent
Group, Inc.
(Exact name of registrant as specified in its
charter)
Nevada
|
|
001-36555
|
|
01-0949984
|
(State
or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
of
Incorporation)
|
|
File
Number)
|
|
Identification
Number)
|
11601
Wilshire Blvd., Ste. 500
Los
Angeles, CA
(Address
of principal executive offices) (zip code)
800-804-1690
(Registrant’s
telephone number, including area code)
(Former
Name or Former Address, if Changed Since Last Report)
Copies
to:
Harvey
Kesner, Esq.
Sichenzia
Ross Ference Kesner LLP
1185
Avenue of the Americas, 37th Floor
New
York, New York 10036
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01
Entry into a Material Definitive Agreement.
Amendment
No. 2 to Agreement and Plan of Merger
As
previously reported on the Current Report on Form 8-K filed by Marathon Patent Group, Inc. (the “Company”) with the
Securities and Exchange Commission (the “Commission”) on November 2, 2017, the Company entered into an agreement and
plan of merger dated November 1, 2017 (the “Merger Agreement”) whereby the Company shall acquire, through its wholly-owned
subsidiary, Global Bit Acquisition Corp., a Nevada corporation (“GBAC”), 100% of the capital stock of Global Bit Ventures,
Inc., a Nevada corporation (“GBV,” and collectively with the Company and GBAC, the “Parties”), which is
a digital asset technology company that mines cryptocurrencies. All capitalized terms otherwise not defined herein shall have
the meanings set forth in the Merger Agreement.
As
previously reported on the Current Report on Form 8-K filed by the Company with the Commission on January 25, 2018, the Parties
entered into the Amendment No. 1 to Agreement and Plan of Merger (the “First Amendment”), dated January 23, 2018,
which amends certain terms, among others, in the Merger Agreement, as follows: the Outside Closing Date shall be extended from
February 28, 2018, to March 15, 2018, subject to consecutive 14-day extensions upon mutual written consent of the Parties, but
no later than April 30, 2018, subject to a mutual agreement by and among the Parties.
On
March 19, 2018, the Parties entered into the Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment”),
which amends the Merger Agreement, whereby the Outside Closing Date of March 15, 2018, as set forth in the First Amendment, shall
be further extended to March 29, 2018, subject to consecutive 14-day extensions upon mutual written consent of the Parties, but
no later than April 30, 2018, other than by mutual agreement by and among the Parties.
The
foregoing description of the terms of the Merger Agreement is not complete and is qualified in its entirety by reference to the
full text of the Merger Agreement by and among the Parties, which Merger Agreement was previously filed as Exhibit 10.1 to the
Company’s Current Report on Form 8-K, filed with the Commission on November 2, 2017. The foregoing description of the terms
of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment by
and among the Parties, which First Amendment was previously filed as Exhibit 10.1 to the Company’s Current Report on Form
8-K, filed with the Commission on January 25, 2018. The foregoing description of the terms of the Second Amendment is not complete
and is qualified in its entirety by reference to the full text of the Second Amendment by and among the Parties, which Amendment
is filed as Exhibit 10.3 hereto.
ITEM 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously reported on the Current Report on Form 8-K filed by the Company with the Commission on January 8, 2018, the Company
received a written notification from the NASDAQ Stock Market LLC (“Nasdaq”) indicating that since the Company had
not held its annual meeting of shareholders (the “Annual Meeting”) within twelve months of the end of the Company’s
fiscal year-end, in accordance with Nasdaq’s Listing Rules 5620, it no longer complies with Nasdaq’s Listing Rules
(the “Rules”) for continued listing. On March 7, 2018, the Company held its Annual Meeting. On March 15, 2018, the
Company received a written notification from Nasdaq indicating that the Staff has determined that the Company has regained compliance
with the Rules and that the matter is now closed.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
MARATHON
PATENT GROUP, INC.
|
|
|
|
Dated:
March 20, 2018
|
By:
|
/s/
Francis Knuettel, II
|
|
Name:
|
Francis
Knuettel, II
|
|
Title:
|
Chief
Financial Officer
|
Marathon Digital (NASDAQ:MARA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Marathon Digital (NASDAQ:MARA)
Historical Stock Chart
From Apr 2023 to Apr 2024