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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 18, 2024
MARA
HOLDINGS, INC.
(Exact name of Registrant as Specified in Its Charter)
| Nevada |
|
001-36555 |
|
01-0949984 |
|
(State or Other Jurisdiction
of
Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
101 NE Third Avenue, Suite 1200
Fort
Lauderdale, FL 33301 |
| (Address of principal executive offices and zip code) |
(800) 804-1690
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock |
|
MARA |
|
The Nasdaq Capital Market |
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. ☐
Convertible Notes Offering
On November 18, 2024, MARA Holdings,
Inc. (the “Company”) issued a press release announcing its intention to offer, subject to market conditions and other factors,
$700 million aggregate principal amount of convertible senior notes due 2030 in a private offering to persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”),
and to grant to the initial purchasers of the notes an option to purchase, within a 13-day period beginning on, and including, the date
on which the notes are first issued, up to an additional $105 million aggregate principal amount of the notes. A copy of the press release
announcing the offering is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On November 18, 2024,
the Company issued a press release announcing that it has priced an upsized private offering of $850 million aggregate
principal amount of its convertible senior notes due 2030. The notes will only be sold to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act. The Company also granted to the initial purchasers of the notes
an option to purchase, within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional
$150 million aggregate principal amount of the notes. The offering is expected to close on November 20, 2024, subject to satisfaction
of customary closing conditions.
The Company estimates
that the net proceeds of the offering will be approximately $833 million (or approximately $980 million if the initial
purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions
but before estimated offering expenses payable by the Company. The Company expects to use approximately $199 million of the net
proceeds from the sale of the notes to repurchase $212 million in aggregate principal amount of its existing convertible notes
due 2026 in privately negotiated transactions with the remainder of the net proceeds to be used to acquire additional bitcoin and for
general corporate purposes, which may include working capital, strategic acquisitions, expansion of existing assets, and repayment of
additional debt and other outstanding obligations.
Nothing in this report shall be
deemed an offer to purchase the Company’s existing convertible notes due 2026.
A copy of the press release announcing
the pricing of the offering is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this
Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities.
Cautionary Note Regarding Forward-Looking
Statements
Statements in this Current Report
on Form 8-K and the exhibits attached hereto about future expectations, plans, and prospects, as well as any other statements regarding
matters that are not historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities
Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the estimated net proceeds of
the offering, the anticipated use of such net proceeds, and the completion of the offering. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result
of various important factors, including uncertainties related to market conditions and the completion of the offering on the anticipated
terms or at all, the other factors discussed in the “Risk Factors” section of the Company’s Annual Report on Form 10-K
filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 28, 2024, as amended on May 24, 2024, the “Risk
Factors” section of the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 1, 2024, the “Risk Factors”
section of the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024 and the risks described in other
filings that the Company may make from time to time with the SEC. Any forward-looking statements contained in this Current Report on Form
8-K speak only as of the date hereof, and the Company specifically disclaims any obligation to update any forward-looking statement, whether
as a result of new information, future events, or otherwise, except as required by law.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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.
| Date: November 19, 2024 |
MARA HOLDINGS, INC. |
| |
|
| |
By: |
/s/ Zabi Nowaid |
| |
Name: |
Zabi Nowaid |
| |
Title: |
General Counsel and Corporate Secretary |
Exhibit 99.1
MARA Holdings, Inc. Announces Proposed Private Offering
of
$700 Million of Convertible Senior Notes
Proceeds to be used primarily to acquire bitcoin,
repurchase existing convertible notes due 2026 and for general corporate purposes
Fort Lauderdale, FL, November 18, 2024 (GLOBE NEWSWIRE)—MARA
Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”), a global leader in leveraging digital asset compute to
support the energy transformation, today announced that it intends to offer, subject to market conditions and other factors, $700 million
aggregate principal amount of convertible senior notes due 2030 (the “notes”) in a private offering to persons reasonably
believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”). MARA also expects to grant to the initial purchasers of the notes an option to purchase, within a 13-day period beginning
on, and including, the date on which the notes are first issued, up to an additional $105 million aggregate principal amount of the notes.
The offering is subject to market and other conditions, and there can be no assurance as to whether, when or on what terms the offering
may be completed.
The notes will be unsecured, senior obligations of
MARA and will bear interest payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2025. The
notes will mature on March 1, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain
conditions, on or after March 5, 2028, MARA may redeem for cash all or any portion of the notes. If MARA redeems fewer than all the outstanding
notes, at least $75 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption
notice date. Holders of the notes will have the right to require MARA to repurchase for cash all or any portion of their notes on December
1, 2027. The notes will be convertible into cash, shares of MARA’s common stock, or a combination of cash and shares of MARA’s
common stock, at MARA’s election. Prior to December 1, 2029, the notes will be convertible only upon the occurrence of certain events
and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding
the maturity date. The interest rate, initial conversion rate, and other terms of the notes will be determined at the time of pricing
of the offering. MARA expects that the reference price used to calculate the initial conversion price for the notes will be the U.S. composite
volume weighted average price of MARA’s common stock from 2:00 p.m. through 4:00 p.m. Eastern Daylight Time on the date of pricing.
MARA expects to use up to $200 million of the net
proceeds from the sale of the notes to repurchase a portion of its existing convertible notes due 2026 (the “existing 2026 convertible
notes”) in privately negotiated transactions with the remainder of the net proceeds to be used to acquire additional bitcoin and
for general corporate purposes, which may include working capital, strategic acquisitions, expansion of existing assets, and repayment
of additional debt and other outstanding obligations.
In connection with any repurchase of the existing
2026 convertible notes, MARA expects that holders of the existing 2026 convertible notes who agree to have their notes repurchased and
who have hedged their equity price risk with respect to such notes (the “hedged holders”) will unwind all or part of their
hedge positions by buying MARA’s common stock and/or entering into or unwinding various derivative transactions with respect to
MARA’s common stock. The amount of MARA’s common stock to be purchased by the hedged holders or in connection with such derivative
transactions may be substantial in relation to the historic average daily trading volume of MARA’s common stock. This activity by
the hedged holders could increase (or reduce the size of any decrease in) the market price of MARA’s common stock, including concurrently
with the pricing of the notes, resulting in a higher effective conversion price of the notes. MARA cannot predict the magnitude of such
market activity or the overall effect it will have on the price of the notes or MARA’s common stock.
The notes will be offered and sold to persons reasonably
believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and the
shares of MARA’s common stock issuable upon conversion of the notes, if any, have not been and will not be registered under the
Securities Act or the securities laws of any other jurisdiction, and the notes and any such shares may not be offered or sold in the United
States absent registration or an applicable exemption from such registration requirements. Any offer of the notes will be made only by
means of a private offering memorandum.
This press release shall not constitute an offer to
sell, or a solicitation of an offer to buy, the notes, nor shall there be any sale of the notes in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful under the securities laws of any such state or jurisdiction. Nothing in this press
release shall be deemed an offer to purchase MARA’s existing 2026 convertible notes.
About MARA
MARA (NASDAQ:MARA) is a global leader in digital asset
compute that develops and deploys innovative technologies to build a more sustainable and inclusive future. MARA secures the world’s
preeminent blockchain ledger and supports the energy transformation by converting clean, stranded, or otherwise underutilized energy into
economic value.
Forward-Looking Statements
Statements in this press release about future expectations,
plans, and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking
statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited
to, statements relating to the completion, size and timing of the offering, the anticipated use of any proceeds from the offering, and
the terms of the notes. The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will,” “would,” and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially
from those indicated by such forward-looking statements as a result of various important factors, including uncertainties related to market
conditions and the completion of the offering on the anticipated terms or at all, the other factors discussed in the “Risk Factors”
section of MARA’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February
28, 2024, as amended on May 24, 2024, the “Risk Factors” section of MARA’s Quarterly Report on Form 10-Q filed with
the SEC on August 1, 2024, the “Risk Factors” section of MARA’s Quarterly Report on Form 10-Q filed with the SEC on
November 12, 2024 and the risks described in other filings that MARA may make from time to time with the SEC. Any forward-looking statements
contained in this press release speak only as of the date hereof, and MARA specifically disclaims any obligation to update any forward-looking
statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law.
MARA Company Contact:
Telephone: 800-804-1690
Email: ir@mara.com
Exhibit
99.2
MARA
Holdings, Inc. Announces Pricing of Oversubscribed and
Upsized Offering of Zero-Coupon Convertible Senior Notes due 2030
Proceeds
to be used primarily to acquire bitcoin and repurchase existing convertible notes due 2026
Fort
Lauderdale, FL, November 18, 2024 (GLOBE NEWSWIRE)—MARA Holdings, Inc. (NASDAQ: MARA) (“MARA” or the “Company”),
a global leader in leveraging digital asset compute to support the energy transformation, today announced the pricing of its offering
of $850 million aggregate principal amount of 0.00% convertible senior notes due 2030 (the “notes”). The notes will be sold
in a private offering to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”). MARA also granted to the initial purchasers of the notes an option to purchase,
within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $150 million aggregate
principal amount of the notes. The offering is expected to close on November 20, 2024, subject to satisfaction of customary closing conditions.
The
notes will be unsecured, senior obligations of MARA. The notes will not bear regular interest, and the notes will mature on March 1,
2030, unless earlier repurchased, redeemed or converted in accordance with their terms. Subject to certain conditions, on or after March
5, 2028, MARA may redeem for cash all or any portion of the notes at a redemption price equal to 100% of the principal amount of the
notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, if the last reported sale price
of MARA common stock has been at least 130% of the conversion price then in effect for a specified period of time ending on, and including,
the trading day immediately before the date MARA provides the notice of redemption. If MARA redeems fewer than all the outstanding notes,
at least $75 million aggregate principal amount of notes must be outstanding and not subject to redemption as of the relevant redemption
notice date.
Holders
of notes may require MARA to repurchase for cash all or any portion of their notes on December 1, 2027 or upon the occurrence of certain
events that constitute a fundamental change under the indenture governing the notes at a repurchase price equal to 100% of the principal
amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase. In connection
with certain corporate events or if MARA calls any note for redemption, it will, under certain circumstances, be required to increase
the conversion rate for holders who elect to convert their notes in connection with such corporate event or notice of redemption.
The
notes will be convertible into cash, shares of MARA’s common stock, or a combination of cash and shares of MARA’s common
stock, at MARA’s election. Prior to December 1, 2029, the notes will be convertible only upon the occurrence of certain events
and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding
the maturity date.
The
conversion rate for the notes will initially be 38.5902 shares of MARA common stock per $1,000 principal amount of notes, which is equivalent
to an initial conversion price of approximately $25.9133 per share. The initial conversion price of the notes represents a premium of
approximately 42.5% over the U.S. composite volume weighted average price of MARA’s common stock from 2:00 p.m. through 4:00 p.m.
Eastern Daylight Time on Monday, November 18, 2024, which was $18.1848. The conversion rate will be subject to adjustment upon the occurrence
of certain events.
MARA
estimates that the net proceeds from the sale of the notes will be approximately $833 million (or approximately $980 million if the initial
purchasers exercise in full their option to purchase additional notes), after deducting the initial purchasers’ discounts and commissions
but before estimated offering expenses payable by MARA.
MARA
expects to use approximately $199 million of the net proceeds from the sale of the notes to repurchase $212 million in aggregate principal
amount of its existing convertible notes due 2026 (the “existing 2026 convertible notes”) in privately negotiated transactions
with the remainder of the net proceeds to be used to acquire additional bitcoin and for general corporate purposes, which may include
working capital, strategic acquisitions, expansion of existing assets, and repayment of additional debt and other outstanding obligations.
In
connection with any repurchase of the existing 2026 convertible notes, MARA expects that holders of the existing 2026 convertible notes
who agree to have their notes repurchased and who have hedged their equity price risk with respect to such notes (the “hedged holders”)
will unwind all or part of their hedge positions by buying MARA’s common stock and/or entering into or unwinding various derivative
transactions with respect to MARA’s common stock. The amount of MARA’s common stock to be purchased by the hedged holders
or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of MARA’s
common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of MARA’s
common stock, including concurrently with the pricing of the notes, resulting in a higher effective conversion price of the notes. MARA
cannot predict the magnitude of such market activity or the overall effect it will have on the price of the notes or MARA’s common
stock.
The
notes are being offered and sold to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act. The offer and sale of the notes and the shares of MARA’s common stock issuable upon conversion of the notes, if
any, have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes
and any such shares may not be offered or sold in the United States absent registration or an applicable exemption from such registration
requirements. The offering of the notes is being made only by means of a private offering memorandum.
This
press release shall not constitute an offer to sell, or a solicitation of an offer to buy, the notes, nor shall there be any sale of
the notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of any such
state or jurisdiction. Nothing in this press release shall be deemed an offer to purchase MARA’s existing 2026 convertible notes.
About
MARA
MARA
(NASDAQ:MARA) is a global leader in digital asset compute that develops and deploys innovative technologies to build a more sustainable
and inclusive future. MARA secures the world’s preeminent blockchain ledger and supports the energy transformation by converting
clean, stranded, or otherwise underutilized energy into economic value.
Forward-Looking
Statements
Statements
in this press release about future expectations, plans, and prospects, as well as any other statements regarding matters that are not
historical facts, may constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform
Act of 1995. These statements include, but are not limited to, statements relating to the estimated net proceeds of the offering, the
anticipated use of such net proceeds, and the anticipated closing of the offering. The words “anticipate,” “believe,”
“continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “should,” “target,” “will,”
“would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements
contain these identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result
of various important factors, including uncertainties related to market conditions and the completion of the offering, uncertainties
related to the satisfaction of closing conditions for the sale of the notes, the other factors discussed in the “Risk Factors”
section of MARA’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on
February 28, 2024, as amended on May 24, 2024, the “Risk Factors” section of MARA’s Quarterly Report on Form 10-Q filed
with the SEC on August 1, 2024, the “Risk Factors” section of MARA’s Quarterly Report on Form 10-Q filed with the SEC
on November 12, 2024 and the risks described in other filings that MARA may make from time to time with the SEC. Any forward-looking
statements contained in this press release speak only as of the date hereof, and MARA specifically disclaims any obligation to update
any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by
applicable law.
MARA
Company Contact:
Telephone:
800-804-1690
Email:
ir@mara.com
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| Period Type: |
duration |
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| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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| Namespace Prefix: |
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| Balance Type: |
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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dei_SolicitingMaterial |
| Namespace Prefix: |
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| Period Type: |
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| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
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dei_TradingSymbol |
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dei_ |
| Data Type: |
dei:tradingSymbolItemType |
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| Period Type: |
duration |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
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| Period Type: |
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