Current Report Filing (8-k)
August 29 2019 - 3:46PM
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): August 28, 2019
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. S2uch 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
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
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On
August 28, 2019, Marathon Patent Group, Inc. (the “Company”) entered into an Asset Purchase Agreement with SelectGreen
Blockchain Ltd, a British Columbia corporation (“Seller”)
to acquire 6,000 S-9 Bitmain 13.5 TH/s Bitcoin Antminers (“Antminer S9 miners”).
The transaction, which is scheduled to close upon completion of the review of the Listing of Additional Shares application filed
with Nasdaq with regard to the transaction, will be an all-stock private placement whereby the Company will issue 2,335,000 unregistered
Common Stock shares at a price above the current market in a transaction exempt from registration under Section 4(a)(2) of the
Securities Act of 1933, as amended. Upon consummation of the transaction, the Company will have 8,720,405 shares of common stock
issued and outstanding.
The
Miners will be placed into service in a Co-Location hosting facility with electricity costs of $0.035 per KwH and $0.02 per KwH
for the all-in hosting management. The combined cost of $0.055 per KwH equates to a breakeven of approximately $5,050 per Bitcoin
resulting in a 100% increase in gross profit from breakeven for each Bitcoin earned from mining at a price of $10,000/BTC.
ITEM 3.02
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UNREGISTERED SALES OF SECURITIES
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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:
August 29, 2019
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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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