Item
1.01
|
Entry
into Material Definitive Agreements
|
On
August 30, 2017, Marathon Patent Group, Inc., (the “Company”) entered into an Amended and Restated Retention Agreement
with Doug Croxall (the “Amended and Restated Agreement”) amending the Retention Agreement dated August 22, 2017. Under
the Amended and Restated Agreement: (i) the Company’s agreement to reimburse COBRA payments was eliminated and (ii) the
award to Mr. Croxall effective upon the approval by shareholders of the Company’s 2017 Equity Incentive Plan was reduced
to 2,800,000 shares and 200,000 shares alloted for issuance to the Company’s Chief Financial Officer. In addition, upon
award of the shares to Mr. Croxall, the shares will be subject to a vesting schedule under which such shares are issued but vest
in equal monthly increments 30 days after issuance, and on each 30 day anniversary thereafter, subject to cancellation in the
event of resignation or termination of Mr. Croxall for cause, as defined in the Amended and Restated Agreement and which vesting
shall fully accelerate upon a change of control. The foregoing description of the terms of the Retention Agreement is qualified
in its entirety by reference to the full text of the Amended and Restated Retention Agreement filed as Exhibit 10.1 to this Current
Report on Form 8-K.
On
August 30, 2017, the Company entered into a Retention Agreement with Francis Knuettel II, the Company’s Chief Financial
Officer (the “Knuettel Retention Agreement”), pursuant to which the existing employment agreement between Mr. Knuettel
and the Company was terminated. Under the Knuettel Retention Agreement, Mr. Knuettel shall continue to serve as Chief Financial
Officer until such time as provided in the Retention Agreement, unless earlier terminated in accordance with the Knuettel Retention
Agreement. Pursuant to the Knuettel Retention Agreement, Mr. Knuettel shall be entitled to receive: (i) a monthly consulting fee
in the amount of $15,000 for a period of six (6) months commencing on October 1, 2017, (ii) 200,000 shares of restricted common
stock of the Company, subject to shareholder approval of the Company’s 2017 Equity Incentive Plan, and (iii) medical and
other insurance benefits through the end of March 2018. Mr. Knuettel is not entitled to any severance or other payment upon a
change of control. The foregoing description of the terms of the Knuettel Retention Agreement is qualified in its entirety by
reference to the full text of the Knuettel Retention Agreement filed as Exhibit 10.2 to this Current Report on Form 8-K.
On
August 30, 2017, the Company entered into a revised employment Agreement with James Crawford, the Company’s Chief Operating
Officer (the “Crawford Agreement”) pursuant to which the existing employment agreement between Mr. Crawford and the
Company was terminated. Under the Crawford Agreement, Mr. Crawford shall continue to serve as the Chief Operating Officer on an
at will basis. Pursuant to the Crawford Agreement, Mr. Crawford shall be entitled to receive monthly compensation in the amount
of $7,500 until termination. Mr. Crawford is not entitled to any severance or other payment upon a change of control. The foregoing
description of the terms of the Crawford Agreement is qualified in its entirety by reference to the full text of the Crawford
Agreement filed as Exhibit 10.3 to this Current Report on Form 8-K.
On
August 31, 2017, the Company and Erich Spangenberg entered into a Consulting Termination and Release Agreement (the “Termination
Agreement”) terminating the Consulting Agreement between the Company and Mr. Spangenberg entered into on August 3, 2017
(the “Consulting Agreement”). Pursuant to the Termination Agreement, the Consulting Agreement between Mr. Spangenberg
and the Company was terminated. Under the Termination Agreement, Mr. Spangenberg is no longer entitled to any compensation from
the Company. In consideration for the foregoing, the Company entered into a Consulting Agreement on August 31, 2017 (the “New
Consulting Agreement”) with Page Innovations, LLC (“Page”), an entity designated by Mr. Spangenberg whereby
Mr. Spangenberg shall provide advice and consulting services to the Company, as an independent contractor, with respect to the
business of the Company as may be requested by the Company from time to time, not to exceed one (1) hour per day or ten (10) hours
in any calendar month, for which, Page will be entitled to receive 100,000 shares of restricted common stock of the Company. The
foregoing description of the terms of the Termination Agreement and New Consulting Agreement is qualified in its entirety by reference
to the full text of the Termination Agreement and New Consulting Agreement filed as Exhibits 10.4 and 10.5 to this Current Report
on Form 8-K.
As
more full described in Item 8.01 below, the Company has entered into a series of Agreements which resulted in the reduction of
the Company’s outstanding payables. The Company determined that other than an AP Settlement Agreement with Medtronic,
Inc. (the “Medtronic Agreement”) entered into on August 31, 2017, in the original aggregate amount of $600,000 in
exchange for a reduced cash payment, no single settlement agreement has been determined to be material and required to be described
herein. Under the terms of the Medtronic Agreement the parties have agreed to maintain the confidentiality of such payment amount.
The foregoing description of the terms of the Medtronic Agreement is qualified in its entirety by reference to the full text of
the Medtronic Agreement which the Company intends to file with the Company’s Quarterly Report on Form 10Q.
On
September 1, 2017, the Company entered into a Share Purchase Agreement (the “Purchase Agreement”) whereby a wholly-owned
subsidiary of the Company, Marathon Group, S.A. (“Marathon SA”), sold its shares of Munitech IP S.a.r.l. (“Munitech”)
to GPat Technologies, LLC (“GPat”). Pursuant to the Purchase Agreement, Marathon SA transferred the shares to GPat
and $25,000 cash, in return for which, GPat acquired all the shares of Munitech, along with all assets and assumed all liabilities
of Munitech. The Company deems this to be a material disposition and will, in compliance with Regulation S-X (17 CFR 210.8-05),
file pro forma financial statements within 71 calendar days of the date of this Current Report on Form 8-K. The foregoing description
of the terms of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement filed
as Exhibit 10.6 to this Current Report on Form 8-K.