Current Report Filing (8-k)
April 30 2021 - 5:13PM
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): April 26, 2021
MARATHON
DIGITAL HOLDINGS, 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
1.01 Entry Into Material Definitive Contract
See
item 5.02 below.
ITEM
5.02 Appointment of Executive Officer
Effective
April 26, 2021, Fred Thiel was appointed Chief Executive Officer of Marathon Digital Holdings, Inc. (the “Company”) with
Merrick Okamoto remaining as Executive Chairman. Effective the same date, the Company entered into an Executive Employment Agreement
with Mr. Thiel. The Agreement has a term of three years and automatically renews for successive one year terms unless either party provides
notice of nonrenewal at least 90 days prior to the end of the initial term or any renewal term. Mr. Thiel’s annual base salary
is $500,000 with bonuses at the discretion of the Company’s Board of Directors. Mr. Thiel may also receive a grant of restricted
stock units, and any such grant shall vest in four equal amounts on the date of grant and the three successive three month anniversaries
thereof. In the event of a change in control, all RSUs vest immediately. Mr. Thiel is entitled to 25 paid vacation days per year and
is entitled to participate in all Company benefit plans per standard Company policy.
Upon
any termination of the Agreement, Mr. Thiel is entitled to compensation and reimbursement of expenses through the date of termination
as well as payment for any accrued and unpaid vacation days. If the termination is other than for cause, Mr. Thiel’s outstanding
RSUs shall immediately vest. Upon a termination not for cause by the Company or by Mr. Thiel with good reason or within 180 days of a
change in control, he shall receive the greater of his remaining base salary for the remaining term of the Agreement and 12 months base
salary plus benefits. The Agreement contains customary and usual definitions of termination for cause and good reason.
The
Annual Bonus, and any and all stock based compensation (such as options and equity awards) (collectively, the “Clawback Benefits”)
shall be subject to “Clawback Rights” as follows: during the period that the Executive is employed by the Company and upon
the termination of the Executive’s employment and for a period of three (3) years thereafter, if there is a restatement of any
financial results from which any metrics were determined to be achieved which were the basis of the granting and calculation of such
Clawback Benefits to the Executive, the Executive agrees to repay any amounts which were determined by reference to any Company financial
results which were later restated (as defined below), to the extent the Clawback Benefits amounts paid exceed the Clawback Benefits amounts
that would have been paid, based on the restatement of the Company’s financial information.
The
agreement is attached hereto as Exhibit 99.1.
ITEM
9.01 Exhibit
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:
April 30, 2021
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MARATHON
DIGITAL HOLDINGS, INC.
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By:
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/s/
Simeon Salzman
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Name:
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Simeon
Salzman
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Title:
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Chief
Financial Officer
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