Current Report Filing (8-k)
December 12 2017 - 4:12PM
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 11, 2017
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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11100
Santa Monica Blvd., Ste. 380
Los Angeles, CA
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90025
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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 mart 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.
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Entry into a Material
Definitive Agreement.
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On
December 11, 2017, Marathon Patent Group, Inc., a Nevada corporation (the “Company”) entered into a securities purchase
agreement with select accredited investors relating to the Company’s registered direct offering, issuance and sale (the
“Offering”) of 1,000,000 shares (the “Shares”) of the Company’s common stock, $0.0001 par value
per Share. The purchase price per Share was $5.00. The Company has not engaged an underwriter or placement agent in connection
with the Offering.
Proceeds
from the Offering shall be used for working capital and general corporate purposes.
A
copy of the form of Securities Purchase Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K.
The
net proceeds to the Company from the Offering are expected to be $5.0 million. The Offering is expected to close on or before
December 14, 2017.
The
Shares were issued pursuant to the Company’s previously filed and effective Registration Statement on Form S-3 that was
originally filed with the Securities and Exchange Commission on September 14, 2014 and declared effective on January 6, 2015 (File
No. 333- 198569). The Company filed a prospectus supplement related to the registered direct offering dated December 12, 2017.
The
foregoing summary of the terms of the Securities Purchase Agreement are subject to, and qualified in their entirety by,
such document attached hereto as Exhibit 10.1, and incorporated herein by reference.
A
copy of the opinion of Sichenzia Ross Ference Kesner LLP relating to the validity of the issuance and sale of the Shares is attached
as Exhibit 5.1 hereto.
Item
9.01
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Financial
Statements and Exhibits
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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:
December 12, 2017
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MARATHON PATENT GROUP, INC.
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By:
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/s/
Doug Croxall
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Name:
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Doug Croxall
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Title:
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Chief Executive Officer
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