Current Report Filing (8-k)
08 January 2021 - 9:00AM
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): December 31, 2020
MARATHON
PATENT GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-36555
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01-0949984
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1180
North Town Center Drive, Suite 100
Las
Vegas, NV
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89144
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (800) 804-1690
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 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. [ ]
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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MARA
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The
Nasdaq Capital Market
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FORWARD-LOOKING
STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the
“Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information
currently available to, Registrant’s management as well as estimates and assumptions made by Registrant’s management.
When used in the Filings the words “anticipate,” “believe,” “estimate,” “expect,”
“future,” “intend,” “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward-looking statements. Such statements reflect the current
view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired
by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee
future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities
laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements
to actual results.
Item
2.03 Creation of a Direct Financial Obligation
See
Item 5.02 below.
Item
3.01 Disclosure of Nasdaq Notification
See
Item 8.01 below, which is incorporated herein by reference.
ITEM
5.02 Compensation Arrangements of Management and Board of Directors
Effective
December 31, 2020, The Board of Directors of Marathon Patent Group, Inc. (the “Company”) ratified the following arrangements
approved by its Compensation Committee:
Merrick
Okamoto, CEO was awarded a cash bonus of $2,000,000 which was paid before year end
2020. He was also awarded a special bonus of 1,000,000 RSUs with immediate vesting. He was given a new three-year employment agreement
effective January 1, 2021 with the same salary and bonus as the prior agreement. He was also granted the following: award of 1,000,000
RSUs when the company’s market capitalization reaches and sustains a market capitalization for 30 consecutive days above
$500,000,000; award of 1,000,000 RSUs priced when the company’s market capitalization reaches and sustains a market capitalization
for 30 consecutive days above $750,000,000; award of 2,000,000 RSUs priced at lowest closing stock price in past 30
trading days when the company’s market capitalization reaches and sustains a market capitalization for 30 consecutive
days above $1,000,000,000; and award of 2,000,000 RSUs when the company’s market capitalization reaches and sustains a market
capitalization for 30 consecutive days above $2,000,000,000.
Sim
Salzman, CFO, was granted a bonus payment of $40,000 in cash; and a bonus of 91,324 RSUs with immediate vesting. James Crawford,
COO, was granted a bonus payment of $127,308 in cash and a stock bonus of 57,990 RSUs with immediate vesting. Furthermore, per
his employment agreement, his base salary for the 2021 will be increased by 3%.
Compensation
for directors of the board for 2021 as follows: (i) cash compensation of $60,000 per year for each director, plus an additional
$15,000 per year for each committee chair, paid 25% at the end of each calendar quarter; (ii) for existing directors, the equivalent
of 54,795 RSUs; and (iii) for newly elected directors, a one-time grant of 91,324 RSUs, vesting 25% each calendar quarter during
2021. For clarification, new directors will also receive the same annual compensation as existing directors in addition to their
one time grant.
Item
8.01 Other Events
On
January 4, 2021, the Company received a letter from Nasdaq that because the Company had delayed its annual meeting until January
15, 2021 (in order to to enable further shareholders to vote their shares in order to meet
the 50.1% quorum requirement), that it was not in compliance with Nasdaq Rules 5620(a) which requires that an annual meeting be
held within one year of each fiscal year. As the Company has indicated to Nasdaq in late December, it has received reports from
its proxy solicitor that the quorum requirements have been met, and all matters have received requisite approvals to pass at the
Annual Meeting on January 15, 2021. Once the Annual Meeting is held and the results publicly reported, Nasdaq has indicated that
the Company will be deemed back in compliance with this requirement.
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 thereunto duly authorized.
Date:
January 7, 2021
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MARATHON
PATENT GROUP, INC.
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By:
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/s/
Merrick Okamoto
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Name:
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Merrick
Okamoto
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Title:
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Chief
Executive Officer
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