Registration
No. 333-_______________
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
MARATHON
PATENT GROUP, INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State
or other jurisdiction of incorporation or organization)
01-0949984
I.R.S.
Employer Identification Number
6794
(Primary
Standard Industrial Code Classification Number)
1180
North Town Center Drive, Suite 100
Las
Vegas, NV 89144
702-945-2773
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
Copies
to:
Mr.
Merrick Okamoto
Chief
Executive Officer
Marathon
Patent Group, Inc.
1180
North Town Center Drive, Suite 100
Las
Vegas, NV 89144
702-945-2773
(Address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Jolie
Kahn, Esq.
12
E. 49th Street, 11th floor
New
York, NY 10017
Telephone:
(516) 217-6379
Facsimile:
(866) 705-3071
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Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer [ ]
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Accelerated
filer [ ]
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Non-accelerated
filer [ ]
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Smaller
reporting company [X]
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Emerging
Growth Company [ ]
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(Do
not check if a smaller reporting company)
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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. [ ]
CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be registered(1) (2)
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Proposed maximum offering price per share(3)
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Proposed maximum aggregate offering price(3)
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Amount of Registration Fee(4)
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Common Stock, no par value
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2,745,639 shares
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$
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0.89
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$
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2,443,619
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$
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317.81
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also
covers an indeterminate amount of interests to be offered or sold in connection with any stock split, stock dividend or similar
transaction, or anti-dilution or other adjustment pursuant to the employee benefit plan described herein.
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(2)
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Includes
2,500,000 shares available for issuance under the Registrant’s current 2018 Equity Incentive Plan, which are available
for issuance under the current Plan, of which shares are being offered for resale by the Selling Stockholders listed in Part
II, below.
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(3)
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In
accordance with Rule 457(n) under the Securities Act, the maximum offering price per share and the proposed maximum aggregate
offering price are estimated based on the average of the $0.92 (high) and $0.85 (low) sale price of the Registrant’s
Common Stock, no par value, as reported on the Nasdaq Capital Market on June 29, 2020, which date is within five business
days prior to filing this Registration Statement.
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(4)
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Estimated
solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act based on
the average of the high and low trading prices of a share of common stock of the registrant on the Nasdaq Capital Market on
June 26, 2020.
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EXPLANATORY
NOTE
This
registration statement on Form S-8 (this “Registration Statement”) registers shares of common stock, no par value,
(the “Shares”) of Marathon Patent Group, Inc. (“Marathon,” the “Registrant,” the “Company,”
“we,” “us” or “our”) including:
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(i)
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2,745,639
Shares of our common stock to be issued upon conversion
of RSUs that have been issued and that may be granted pursuant to the 2018 Marathon Patent Group, Inc. Equity Incentive Plan
(the “2018 Plan”).
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This
Registration Statement also includes a reoffer prospectus (the “Reoffer Prospectus”) prepared in accordance with General
Instruction C of Form S-8 and in accordance with the requirements of Part I of Form S-3. The Reoffer Prospectus may be used in
connection with the reoffer and resale of our securities registered hereunder by the Selling Stockholders identified in the Reoffer
Prospectus (the “Selling Stockholders”), some of whom may be considered “affiliates” of the Company, as
defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”). The number of Shares included
in the Reoffer Prospectus represents the total number of Shares held by the Selling Stockholders, as well as the those that may
be acquired by the Selling Stockholders pursuant to restricted stock unit awards made to the Selling Stockholders by the Registrant,
and does not necessarily represent a present intention to sell any or all such Shares by the Selling Stockholders.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(A) PROSPECTUS
This
Registration Statement relates to two separate prospectuses.
Section
10(a) Prospectus: Items 1 and 2, from this page, and the documents incorporated by reference pursuant to Part II, Item 3 of
this prospectus, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Reoffer
Prospectus: The material that follows Item 2, beginning on Page 1 through Page 10, up to but not including Part II of this
Registration Statement, beginning on Page II-1, of which the Reoffer Prospectus is a part, constitutes a “Reoffer Prospectus,”
prepared in accordance with the requirements of Part I of Form S-3 under the Securities Act. Pursuant to General Instruction C
of Form S-8, the Reoffer Prospectus may be used for reoffers or resales of Shares which are deemed to be “control securities”
or “restricted securities” under the Securities Act that have been acquired by the Selling Stockholders named in the
Reoffer Prospectus.
Item
1.
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Plan
Information.
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The
Company will provide each recipient (the “Recipients”) of a grant under the 2018 Plan with documents that contain
information related to the 2018 Plan, and other information including, but not limited to, the disclosure required by Item 1 of
Form S-8, which information is not required to be and is not being filed as a part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424 under the Securities Act. The foregoing information and the documents incorporated
by reference in response to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act. A Section 10(a) prospectus will be given to each Recipient who receives
Shares covered by this Registration Statement, in accordance with Rule 428(b)(1) under the Securities Act.
Item
2.
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Registrant
Information and Employee Plan Annual Information.
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We
will provide to each Recipient a written statement advising of the availability of documents incorporated by reference in Item
3 of Part II of this Registration Statement (which documents are incorporated by reference in this Section 10(a) prospectus) and
of documents required to be delivered pursuant to Rule 428(b) under the Securities Act without charge and upon written or oral
request by contacting:
Merrick
Okamoto
Chief
Executive Officer
Marathon Patent Group, Inc.
1180 North Town Center Drive, Suite 100
Las
Vegas, NV 89144
702-945-2773
REOFFER
PROSPECTUS
Marathon Patent Group, Inc.
1180 North Town Center Drive, Suite 100
Las
Vegas, NV 89144
702-945-2773
2,745,639
Shares of Common Stock
This
Reoffer Prospectus relates to 2,745,639 shares of our common stock, no par value (the “Shares”), that may be
offered and resold from time to time by the selling stockholders identified in this Reoffer Prospectus (the “Selling Stockholders”)
for their own account. Some of the Selling Stockholders are “affiliates” of the Company, as defined by Rule 405 under
the Securities Act of 1933, as amended (the “Securities Act”).
The
Selling Stockholders were issued grants of stock, which they hold of their own account, as well as restricted stock, restricted
stock units, options, and other convertible rights (the “Stock Rights”) which were convertible, upon vesting and settlement
by the Company, into Shares pursuant to the 2018 Plan. The Company will issue Shares under the Registration Statement of
which this Reoffer Prospectus forms a part to the Selling Stockholders in settlement of the Stock Rights held by the Selling Stockholders
on a one-for-one basis pursuant to the 2018 Plan and the term of their individual award agreements.
It
is anticipated that the Selling Stockholders will offer the Shares issued to them for sale at prevailing prices on The NASDAQ
Capital Market on the date of sale; however, the Selling Stockholders may also sell the Shares issued to them in various
other types of transactions, such as, for example, sales in negotiated transactions through underwriters. For a description of
the various methods by which the Selling Stockholders may offer and sell their Shares described in this Reoffer Prospectus, see
the section entitled “Plan of Distribution” of this Reoffer Prospectus. We will receive no part of the proceeds from
sales made under this Reoffer Prospectus. The Selling Stockholders will bear all sales commissions and similar expenses. Any other
expenses incurred by us in connection with the registration and offering will be borne by us and will not borne by the Selling
Stockholders.
Some
of the Shares issued pursuant to the 2018 Plan in settlement of awards granted to the Selling Stockholders will be “control
securities” under the Securities Act before their sale under this Reoffer Prospectus. This Reoffer Prospectus has been prepared
for the purposes of registering the Shares (including the Shares issuable upon settlement of the Stock Rights) under the Securities
Act to allow for future sales by the Selling Stockholders on a continuous or delayed basis to the public without restriction.
The
Selling Stockholders and any brokers executing selling orders on their behalf may be deemed to be “underwriters” within
the meaning of the Securities Act, in which event commissions received by such brokers may be deemed to be underwriting commissions
under the Securities Act.
Our
common stock is traded on The NASDAQ Capital Market under the symbol “MARA”. On June 29, 2020, the closing price of
our common stock on such market was $0.89 per share.
Our
business and an investment in our securities involve a high degree of risk. Before making any investment in our securities, you
should read and carefully consider risks described in the “Risk Factors” section beginning on page 4 of this Reoffer
Prospectus, as well as those disclosed in our most recent annual report on Form 10-K, as amended.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The
date of this Reoffer Prospectus is June 30, 2020.
TABLE
OF CONTENTS
YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS REOFFER PROSPECTUS. WE HAVE NOT AUTHORIZED ANY OTHER PERSON TO PROVIDE YOU
WITH INFORMATION THAT IS DIFFERENT FROM THAT CONTAINED IN THIS REOFFER PROSPECTUS. IF ANYONE PROVIDES YOU WITH DIFFERENT OR INCONSISTENT
INFORMATION, YOU SHOULD NOT RELY ON IT. WE TAKE NO RESPONSIBILITY FOR, AND CAN PROVIDE NO ASSURANCE AS TO THE RELIABILITY OF,
ANY OTHER INFORMATION THAT OTHERS MAY GIVE YOU. YOU SHOULD ASSUME THAT THE INFORMATION CONTAINED IN THIS REOFFER PROSPECTUS IS
ACCURATE ONLY AS OF THE DATE OF THIS REOFFER PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS REOFFER PROSPECTUS OR OF ANY
SALE OF OUR COMMON STOCK. OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS MAY HAVE CHANGED SINCE THAT DATE.
WE ARE NOT MAKING AN OFFER OF ANY SECURITIES PURSUANT TO THIS PROSPECTUS. THE SELLING STOCKHOLDERS ARE OFFERING TO SELL AND SEEKING
OFFERS TO BUY THESE SECURITIES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED.
PROSPECTUS
SUMMARY
The
following summary highlights selected information contained in this Reoffer Prospectus. This summary does not contain all the
information you should consider before investing in the securities. Before making an investment decision, you should read the
entire Reoffer Prospectus carefully, including the section entitled “Risk Factors” before deciding to invest in our
common stock. In this Reoffer Prospectus, unless otherwise noted, “Marathon,” “Company,” “we,”
“us,” and “our” refer to Marathon Patent Group, Inc.
ABOUT
MARATHON PATENT GROUP
We
were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc. On December 7, 2011, we changed
our name to American Strategic Minerals Corporation and were engaged in exploration and potential development of uranium and vanadium
minerals business. In June 2012, we discontinued our minerals business and began to invest in real estate properties in Southern
California. In October 2012, we discontinued our real estate business when our former CEO joined the firm and we commenced our
IP licensing operations, at which time the Company’s name was changed to Marathon Patent Group, Inc. On November 1, 2017,
we entered into a merger agreement with Global Bit Ventures, Inc. (“GBV”), which is focused on mining digital assets.
We purchased cryptocurrency mining machines and established a data center in Canada to mine digital assets. We intend to expand
its activities in the mining of new digital assets, while at the same time harvesting the value of our remaining IP assets.
On
June 28, 2018, our Board has determined that it is in the best interests of the Company and our shareholders to allow the Amended
Merger Agreement with GBV to expire on its current termination date of June 28, 2018 without further negotiation or extension.
The Board approved to issue 3,000,000 shares of our common stock to GBV as a termination fee for us canceling the proposed merger
between the two companies.
All
share and per share values for all periods presented in the accompanying consolidated financial statements have been retroactively
adjusted to reflect the 1:4 Reverse Split which occurred on April 8, 2019.
Mathematically
Controlled Supply
The
method for creating new bitcoins is mathematically controlled in a manner so that the supply of bitcoins grows at a limited rate
pursuant to a pre-set schedule. The number of bitcoins awarded for solving a new block is automatically halved every 210,000 blocks.
Thus, the current fixed reward for solving a new block is 12.5 bitcoins per block and the reward decreased by half to become 6.25
bitcoins around May 10, 2020 (based on estimates of the rate of block solution calculated by BitcoinClock.com). This deliberately
controlled rate of bitcoin creation means that the number of bitcoins in existence will never exceed 21 million and that bitcoins
cannot be devalued through excessive production unless the Bitcoin Network’s source code (and the underlying protocol for
bitcoin issuance) is altered. The Company monitors the Blockchain network and, as of June 5, 2020, based on the information we
collected from our network access 18.2 million bitcoins have been mined.
Digital
Asset Mining
We
intend to power and secure blockchains by verifying blockchain transactions using custom hardware and software. We are currently
using our hardware to mine bitcoin (“BTC”) and expect to mine BTC and ether (“ETH”), and potentially other
cryptocurrencies. Bitcoin and ether rely on different technologies based on the blockchain. Wherein bitcoin is a digital currency
and ether is generally associated with smart contracts and digital tokens, we will be compensated in either BTC or ETH based on
the mining transactions we perform for each, which is how we will earn revenue.
Blockchains
are decentralized digital ledgers that record and enable secure peer-to-peer transactions without third party intermediaries.
Blockchains enable the existence of digital assets by allowing participants to confirm transactions without the need for a central
certifying authority. When a participant requests a transaction, a peer-to-peer network consisting of computers, known as nodes,
validate the transaction and the user’s status using known algorithms. After the transaction is verified, it is combined
with other transactions to create a new block of data for the ledger. The new block is added to the existing blockchain in a way
that is permanent and unalterable, and the transaction is complete.
Digital
assets (also known as cryptocurrency) are a medium of exchange that uses encryption techniques to control the creation of monetary
units and to verify the transfer of funds. Many consumers use digital assets because it offers cheaper and faster peer-to-peer
payment options without the need to provide personal details. Every single transaction and the ownership of every single digital
asset in circulation is recorded in the blockchain. Miners use powerful computers that tally the transactions to run the blockchain.
These miners update each time a transaction is made and ensure the authenticity of information. The miners receive a transaction
fee for their service in the form of a portion of the new digital “coins” that are issued.
On September 30, 2019, the Company consummated the purchase of 6000
S-9 Bitmain 13.5 TH/s Bitcoin Antminers (“Miners”) from SelectGreen Blockchain Ltd. (the “Seller”), a British
Columbia corporation, for which the purchase price was $4,086,250 or 2,335,000 shares of its common stock at a price of $1.75 per
share. As a result of an exchange cap requirement imposed in conjunction with the Company’s Listing of Additional Shares
application filed with Nasdaq to the transaction, the Company issued 1,276,442 shares of its common stock which represented $2,233,773
of the $4,086,250 (constituting 19.9% of the issued and outstanding shares on the date of the Asset Purchase Agreement) and upon
the receipt of shareholder approval, at the Annual Shareholders Meeting to be held on November 15, 2019, the Company can issue
the balance of the 1,058,558 unregistered common stock shares. The shareholders did approve the issuance of the additional shares
at the Annual Shareholders Meeting. The Company issued an additional 474,808 at $0.90 per share on December 27, 2019. On March
30, 2020, the Seller agreed to reduce the total number of shares to be issued to 2,101,500 shares, and the balance of 350,250 shares
was issued at a price of $0.49 per share. There was no mining payable outstanding as of March 31, 2020.
As
of April 6, 2020, the Company received notice from the Nasdaq Capital Market (the “Capital Market”) that the Company
has failed to maintain a minimum closing bid price of $1.00 per share of its Common Stock over the last consecutive 30 business
days based upon the closing bid price for its common stock as required by Rule 5550(a)(2). However, the Rules also provide the
Company a compliance period of 180 calendar days in which to regain compliance during which time it must maintain a minimum closing
bid price of at least $1.00 per share for a minimum period of 10 consecutive business days, which must be completed by October
5, 2020. On April 20, 2020, the Company received a further notice from the Nasdaq Capital Market that the Company’s time
to maintain a minimum closing bid price of at least $1.00 per share for a minimum period of 10 consecutive business days has been
extended from October 5, 2020 to December 17, 2020.
On
May 5, 2020, the Compensation Committee of the Board of Directors held a meeting and approved bonuses and stock option grants
for Directors and Officers for their contributions to the growth of Marathon Patent Group, Inc., for the year ended December 31,
2019. Total awards to be granted amounted to 1,164,000 restricted stock units at a price of $0.43 per unit with a term of one
year, vesting quarterly in equal amounts, and cash award of $105,000 to Merrick Okamoto and $54,000 to David Lieberman. In addition,
the Compensation Committee agreed to cancel 1,537,500 existing stock options for Directors, Officers and outside legal counsel,
and replace them with new restricted stock units at a price of $0.43 per unit with a term of one year, vesting quarterly in equal
amounts.
On
May 11, 2020, the Company announced the purchase of 700 M30S+ (80 TH) miners. On May 12, 2020, the Company announced the purchase
660 Bitmain S19 Pro Miners and on June 11, 2020, the Company announced the purchase of an additional 500 of the latest generation
Bitmain S19 Pro Miners, bringing the Company’s total Hashrate to approximately 240 PH/s when fully deployed.
On
May 19, 2020, the Company amended its note, originally dated August 31, 2017, with Bi-Coastal Consulting Defined Benefit Plan
to reduce the conversion price to $0.60 per share. The current principal balance of the Note was $999,105.60 and accrued the interest
was $215,411.30. The Company agreed to the reduction in the conversion price from $0.80 to $0.60 to incentivize the Note holder
to convert the Note to common stock. As the Note has been fully converted to common stock, the Company has no Long-Term debt.
Competition
Subject
to raising additional capital, our digital asset initiatives will compete with other industry participants that focus on investing
in and securing the Blockchains of bitcoin and other digital assets. Market and financial conditions, and other conditions beyond
the Company’s control, may make it more attractive to invest in other entities, or to invest in bitcoin or digital assets
directly. Companies have raised substantial capital this year seeking to enter the digital assets business. Our lack of capital
is a competitive disadvantage.
Patent
Enforcement Litigation
As
of June 26, 2020, we were not involved in any active patent enforcement litigation.
Employees
As
of June 26, 2020, we had 3 full-time employees. We believe our employee relations to be good.
Corporate
Information
We
were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc. On December 7, 2011, we changed
our name to American Strategic Minerals Corporation and were engaged in exploration and potential development of uranium and vanadium
minerals business. In June 2012, we discontinued our minerals business and began to invest in real estate properties in Southern
California. In October 2012, we discontinued our real estate business when our former CEO joined the firm and we commenced our
IP licensing operations, at which time the Company’s name was changed to Marathon Patent Group, Inc. The address and phone
number of our principal office is 1180 North Town Center Drive, Suite 100, Las Vegas, NV 89144; 702-945-2773. Our corporate website
is www.marathonpg.com. Our website and the information contained in, or accessible through, our website will not be deemed
to be incorporated by reference into this prospectus and does not constitute part of this prospectus.
THE
OFFERING
Shares of common stock outstanding prior to this offering
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21,780,663
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(1)
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Shares being offered by the Selling Stockholders
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2,745,639
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(2)
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Shares of common stock to be outstanding after the offering
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24,476,302
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(1)(2)
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(1)
As of June 30, 2020.
(2)
Assumes the settlement of all restricted stock unit grants and options awarded to the Selling Stockholders in shares of our common
stock on a one for one basis and the subsequent sale by the Selling Stockholders of all of the shares of our common stock issued
to them by the Company and registered for resale to the public under the Registration Statement accompanying this Reoffer Prospectus.
Use
of proceeds
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We
will not receive any proceeds from the sale of the shares of common stock offered in this Reoffer Prospectus.
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Risk
Factors
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The
purchase of our common stock involves a high degree of risk. You should carefully review and consider “Risk Factors”
beginning on page 4 of this Reoffer Prospectus.
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NASDAQ
Symbol
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MARA
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RISK
FACTORS
Investing
in our common stock involves a high degree of risk. Before making an investment decision, you should consider carefully the risks,
uncertainties and other factors described under “Risk Factors” in our most recent Annual Report on Form 10-K for the
year ended December 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2020, as
supplemented and updated by subsequent Quarterly Reports on Form 10-Q, together with the financial or other information contained
or incorporated by reference in such reports, and Current Reports on Form 8-K that we have filed or will file with the SEC, which
are incorporated by reference into this Reoffer Prospectus.
Our
business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely
affected by these risks. For more information about our SEC filings, please see the section entitled “Where You Can Find
More Information” on page 11 of this Reoffer Prospectus.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements in this Reoffer Prospectus may be forward-looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor created thereby. All statements other
than statements of historical fact are statements that could be deemed forward-looking statements. These statements relate to
future events or the Company’s future performance and include statements regarding expectations, beliefs, plans, intentions
and strategies of the Company. In some cases, forward-looking statements can be identified by terminology such as “may,”
“will,” “could,” “would,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “believe,” “estimate,” “predict,” “potential”
or other comparable terminology. These forward-looking statements are made based on management’s expectations and beliefs
concerning future events affecting the Company as of the date of the filing of this Reoffer Prospectus and are subject to uncertainties
and factors relating to operations and the business environment, all of which are difficult to predict and many of which are beyond
management’s control. Accordingly, you should not place undue reliance on these forward-looking statements, as actual results,
performance and achievements could differ materially from those expressed in, or implied by, these forward-looking statements
due to a variety of risks, uncertainties and other factors, including, but not limited to, the following:
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our
history of operating losses and our ability to achieve or sustain profitability;
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our
recent shift to an entirely new business and our ability to succeed in this new business;
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intense
competition;
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our
ability to raise additional capital needed to finance our business;
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general
economic conditions in the U.S. and globally including those caused by the COVID-19 pandemic;
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our
ability to maintain the value and reputation of our brand;
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our
ability to attract and retain senior management and other qualified personnel;
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cryptocurrency-related
risks, including regulatory changes or actions and uncertainty regarding acceptance and/or widespread use of virtual currency;
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risks
relating to our virtual currency mining operations, including among others, risks associated with the need for significant
electrical power, cybersecurity risks and risk of increased world-wide competition for a fixed number of bitcoin reward levels;
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our
dependence in large part upon the value of virtual currencies, especially bitcoin, which have historically been subject to
significant volatility in their market prices;
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risks
relating to our planned establishment of a virtual currency exchange, including, among others, regulatory requirements and
challenges and security threats;
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our
ability to protect our intellectual property rights;
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volatility
in the trading price of our common stock;
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our
ability to maintain the Nasdaq listing of our common stock;
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our
investments in other virtual currency and blockchain focused companies may not be realizable; and
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the
risks and, uncertainties discussed in Part II. Item 1A. “Risk Factors” included in this Reoffer Prospectus and
Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019, filed
with the SEC on March 24, 2020, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q together with the
financial or other information contained or incorporated by reference in such reports, and Current Reports on Form 8-K that
we have filed or will file with the SEC, which are incorporated by reference into this Reoffer Prospectus.
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Accordingly,
you should read this Reoffer Prospectus completely and with the understanding that our actual future results may be materially
different from what we expect. Additional risks and uncertainties not known to us or that we currently believe not to be material
may adversely impact our business, financial condition, results of operations and cash flows. Should any risks or uncertainties
develop into actual events, these developments could have a material adverse effect on our business, financial condition, results
of operations and cash flows. The forward-looking statements contained in this Reoffer Prospectus speak only as of the date of
filing of this Reoffer Prospectus and, unless otherwise required by applicable securities laws, the Company disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
USE
OF PROCEEDS
The
Shares offered by the Selling Stockholders pursuant to this Reoffer Prospectus are being registered for the account of the Selling
Stockholders named in this Reoffer Prospectus. As a result, all proceeds from the sales of the Shares will go to the Selling Stockholders
and we will not receive any proceeds from the resale of the Shares by the Selling Stockholders.
DETERMINATION
OF OFFERING PRICE
The
Selling Stockholders may sell their Shares pursuant to this Reoffer Prospectus from time-to-time at prices and at terms according
to the then prevailing market price for shares of our Shares, or in negotiated transactions.
SELLING
STOCKHOLDERS
The
table below sets forth, as of June 30, 2020, (i) the number of Shares held of record or beneficially owned by the Selling Stockholders
as of such date (as determined below) and (ii) the number of Shares that may be sold or otherwise disposed of under this Reoffer
Prospectus by each Selling Stockholder (including those Shares which may be issued in settlement of those Stock Rights held by
the Selling Stockholders). Beneficial ownership includes Shares plus any securities held by the holder exercisable for or convertible
into Shares within sixty (60) days after June 30, 2020, in accordance with Rule 13d-3(d)(1) under the Exchange Act. On June 30,
2020, the Company amended its 2018 Plan to retroactively cover the 245,639 share increase over the 2,500,000 shares originally
reserved for issuance thereunder (as a result of the 1:4 reverse stock split effected by the Company on April 8, 2019) pursuant
to Section 12(a) which permits nonmaterial increases without stockholder approval). The inclusion of any Shares in this table
does not constitute an admission of beneficial ownership by the Selling Stockholders named below. We do not know when or in what
amounts a Selling Stockholder may sell or otherwise dispose of the Shares covered hereby. The Selling Stockholders identified
below may have sold, transferred or otherwise disposed of some or all of their Shares in transactions exempt from or not subject
to the registration requirements of the Securities Act since the date on which the information in the following table was provided
to us. Information concerning the Selling Stockholders may change from time to time and, we will, as appropriate, supplement this
Reoffer Prospectus in order to reflect grants under the 2018 Plan and/or to update the list of Selling Stockholders and the number
of Shares being offered. The Selling Stockholders may not sell or otherwise dispose of any or all of the Shares offered pursuant
to this Reoffer Prospectus and they may sell or otherwise dispose of shares covered hereby in transactions exempt from the registration
requirements of the Securities Act. Because the Selling Stockholders may sell or otherwise dispose of some, all or none of the
Shares covered hereby, and because there are currently no agreements, arrangements or understandings with respect to the sale
of any of the Shares, we cannot estimate the number of the Shares that will be held by the Selling Stockholders after completion
of the offering contemplated by this Reoffer Prospectus. However, for purposes of the following table, we have assumed that all
of the Shares covered hereby are sold by the Selling Stockholders pursuant to this Reoffer Prospectus. We will not receive any
proceeds from the resale of the Shares by the Selling Stockholders.
All
Selling Stockholders named are current officers or directors or advisors of the Company. All of the Selling Stockholders received
their Shares being offered pursuant to this Reoffer Prospectus in return for services rendered to the Company. Unless otherwise
indicated below, to our knowledge, all persons named in the table have sole voting and investment power with respect to their
Shares, except to the extent authority is shared by their spouses under applicable law. Unless otherwise indicated below, to our
knowledge, no persons named in the table are a broker-dealer or affiliate of a broker-dealer. Unless otherwise indicated, each
Selling Shareholder’s mailing address is: c/o Marathon Patent Group, Inc., 1180 North Town Center Drive, Suite 100, Las
Vegas, NV 89144
Name
|
|
Number of Shares
Beneficially Owned Prior to Offering
|
|
|
Percentage of Common Stock Beneficially Owned Before Resale(1)**
|
|
|
Shares Offered in this Offering(2)(3)
|
|
|
Number of Shares Beneficially Owned After this Offering(1)
|
|
Percentage
of Shares
Beneficially
Owned After this Offering**
|
|
Merrick Okamoto(4)
|
|
|
501,817
|
|
|
|
1.88
|
%
|
|
|
1,819,767
|
|
|
|
46,875
|
|
*
|
|
David Lieberman(5)
|
|
|
107,631
|
|
|
|
*
|
|
|
|
393,023
|
|
|
|
9,375
|
|
*
|
|
James Crawford(6)
|
|
|
61,337
|
|
|
|
*
|
|
|
|
245,349
|
|
|
|
-
|
|
*
|
|
Fred Thiel(7)
|
|
|
15,625
|
|
|
|
*
|
|
|
|
62,500
|
|
|
|
-
|
|
*
|
|
Michael Berg(8)
|
|
|
21,875
|
|
|
|
|
|
|
|
87,500
|
|
|
|
-
|
|
*
|
|
Michael Rudolph(9)
|
|
|
21,875
|
|
|
|
*
|
|
|
|
87,500
|
|
|
|
-
|
|
*
|
|
Jolie Kahn, Esq.(10)
|
|
|
12,500
|
|
|
|
*
|
|
|
|
50,000
|
|
|
|
-
|
|
*
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
2,745,639
|
|
|
|
|
|
|
|
*Less
than 1%
**
Based upon 24,802,116 shares of Shares issued and outstanding as of June 30, 2020.
(1)
Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with
respect to securities. Shares of Common Stock underlying options currently exercisable, or exercisable, or restricted stock units
that vest, within 60 days after June 30, 2020, (as used in this section, the “Determination Date”), are deemed outstanding
for purposes of computing the beneficial ownership of the person holding such options and/or restricted stock units but are not
deemed outstanding for computing the beneficial ownership of any other person. Except where we had knowledge of such ownership,
the number presented in this column may not include shares held in street name or through other entities over which the selling
stockholder has voting and dispositive power.
(2)
Assumes the exercise and sale of all Shares issues in the settlement of all RSUs held by the Selling Stockholders although it
is the current intent of the Selling Stockholders to only sell shares in an amount necessary to cover tax liability for shares
issued as RSUs vest.
(3)
Includes shares for shares being issued upon vesting of all RSUs, which vest in equal quarterly amounts, on June 30, 2020, September
30, 2020, December 31, 2020 and March 31, 2021.
(4)
Includes 25% vested of the 1,819,767 RSUs granted, which vest as of June 30, 2020 and 46,875 shares owned.
(5)
Includes 25% vested of the 393,023 RSUs granted, which vest as of June 30, 2020 and 9,375 shares owned.
(6)
Includes 25% vested of the 245,349 RSUs granted, which vest as of June 30, 2020.
(7)
Includes 25% vested of the 62,500 RSUs granted, which vest as of June 30, 2020.
(8)
Includes 25% vested of the 87,500 RSUs granted, which vest as of June 30, 2020.
(9)
Includes 25% vested of the 87,500 RSUs granted, which vest as of June 30, 2020.
(10)
Includes 25% vested of the 50,000 RSUs granted, which vest as of June 30, 2020.
PLAN
OF DISTRIBUTION
Timing
of Sales
The
Selling Stockholders may offer and sell the Shares covered by this Reoffer Prospectus at various times while the Registration
Statement to which this Reoffer Prospectus relates remain effective. The Selling Stockholders will act independently of the Company
with respect to the timing, manner and size of each sale.
No
Known Agreements to Resell the Shares
To
our knowledge, no Selling Stockholder has any agreement or understanding, directly or indirectly, with any person to resell the
Shares covered by this Reoffer Prospectus, except that each Selling Stockholder may sell sufficient shares to cover the tax liability
associated with the vesting of any Shares pursuant to RSUs granted to it.
Offering
Price
The
sales price offered by the Selling Stockholders to the public may be:
|
1.
|
the market price prevailing at the time of sale;
|
|
2.
|
a price related to such prevailing market price;
|
|
3.
|
a price negotiated by such Selling Stockholder in a
negotiated sale; or
|
|
4.
|
such other price as the Selling Stockholders determine
from time to time.
|
Manner
of Sale
The
Shares may be sold by whatever permissible means selected by the Selling Stockholders, including by one or more of the following
methods:
|
1.
|
a
block trade in which the broker-dealer so engaged will attempt to sell the Shares as agent, but may position and resell a
portion of the block as principal to facilitate the transaction;
|
|
2.
|
purchases
by a broker-dealer as principal and resale by that broker-dealer for its account pursuant to this Reoffer Prospectus;
|
|
3.
|
ordinary
brokerage transactions in which the broker solicits purchasers;
|
|
4.
|
directly
to purchasers at prevailing market prices or in negotiated sales;
|
|
5.
|
through
options, swaps or derivatives;
|
|
6.
|
in
transactions to cover short sales;
|
|
7.
|
privately
negotiated transactions; or
|
|
8.
|
on
a combination of any of the above methods.
|
The
Selling Stockholders may sell their Shares directly to purchasers or they may use brokers, dealers, underwriters or agents to
sell their Shares. Brokers or dealers engaged by the Selling Stockholders may arrange for other brokers or dealers to participate
in such sales. Brokers or dealers may receive commissions, discounts or concessions from the Selling Stockholders, or, if any
such broker-dealer acts as agent for the purchaser of the Shares, from the purchaser in amounts to be negotiated immediately prior
to the sale. The compensation received by brokers or dealers may, but is not expected to, exceed that which is customary for the
types of transactions involved. The Company will bear none of the costs associated with such broker-dealer relationships on behalf
of the Selling Stockholders, except with regard to those costs we may incur from time to time to update this Reoffer Prospectus,
if required.
Broker-dealers
may agree with a Selling Stockholder to sell a specified number of their Shares at a stipulated price per Share, and, to the extent
the broker-dealer is unable to do so acting as agent for a Selling Stockholder, to purchase as principal any unsold Shares at
the price required to fulfill the broker-dealer commitment to the Selling Stockholder.
Broker-dealers
who acquire stock as principal may thereafter resell the Shares they acquire from time to time in transactions, which may involve
block transactions and sales to and through other broker-dealers, including transactions of the nature described above, on The
NASDAQ Capital Market or otherwise at prices and on terms then prevailing at the time of sale, at prices related to the then-current
market price or in negotiated transactions. In connection with resales of the Shares, broker-dealers may pay to or receive from
the purchasers of Shares commissions as described above. If our Selling Stockholders enter into such arrangements with brokers-dealers
as described above, we will file a post-effective amendment to this registration statement disclosing such arrangements, including
the names of any broker-dealers acting as underwriters, and will update this Reoffer Prospectus, as required.
The
Selling Stockholders and any broker-dealers or agents that participate with the Selling Stockholders in the sale of the Shares
may be deemed to be “underwriters” within the meaning of the Securities Act. In that event, any commissions received
by broker-dealers or agents and any profit on the resale of the Shares purchased by them may be deemed to be underwriting commissions
or discounts under the Securities Act.
We
will make copies of this Reoffer Prospectus available to the Selling Stockholders for the purpose of satisfying the Reoffer Prospectus
delivery requirements of the Securities Act and we have notified the Selling Stockholders of the need to deliver a copy of this
Reoffer Prospectus in connection with any sale of the Shares pursuant to this Registration Statement.
Sales
Pursuant to Rule 144
Any
Shares covered by this Reoffer Prospectus which qualifies for sale pursuant to Rule 144 under the Securities Act may be sold in
compliance with Rule 144 rather than pursuant to this Reoffer Prospectus.
Regulation
M
Each
Selling Stockholder will be subject to the applicable provisions of the Exchange Act and the associated rules and regulations
under the Exchange Act, including Regulation M. The anti-market manipulation rules of Regulation M may limit the timing of purchases
and sales of the Shares by the Selling Stockholders. Regulation M may also restrict the ability of any person engaged in the distribution
of the Shares pursuant to this Reoffer Prospectus to engage in passive market-making activities with respect to such Shares. Passive
market-making involves transactions in which a market maker acts as both the underwriter and as a purchaser of the Shares in the
secondary market. All of the foregoing may limit the marketability of the Shares offered pursuant to this Reoffer Prospectus by
the Selling Stockholders and may also limit the ability of any person to engage in market-making activities with respect to such
Shares.
Accordingly,
during such times as a Selling Stockholder may be deemed to be engaged in a distribution of the Shares, and therefore be considered
to be an underwriter, the Selling Stockholder must comply with applicable law and, among other things:
|
1.
|
may
not engage in any stabilization activities in connection with our Securities;
|
|
2.
|
may not cover short sales by purchasing Shares while the distribution is taking place; and
|
|
3.
|
may
not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities other than
as permitted under the Exchange Act.
|
Once
sold under the Registration Statement of which this Reoffer Prospectus forms a part, the Shares will be freely tradable by any
person other than our affiliates (including affiliates of our affiliates).
State
Securities Laws
Under
the securities laws of some states, the Shares may be sold in such states only through registered or licensed brokers or dealers.
In addition, in some states the Shares may not be sold unless the Shares have been registered or qualified for sale in the state
or an exemption from registration or qualification is available and is complied with. If a Selling Stockholder intends to offer
our Shares in such a jurisdiction, the Selling Stockholder must do so in compliance with applicable law.
Expenses
of Registration
We
are bearing all costs relating to the registration of the Shares. These expenses are estimated to be $15,000 including, but not
limited to, legal, accounting, printing and mailing fees. The Selling Stockholders, however, will pay any commissions or other
fees payable to brokers or dealers in connection with any sale of the Shares.
LEGAL
MATTERS
The
validity of the issuance of the securities offered hereby has been passed upon for us by Jolie Kahn, Esq. as stated in its opinion,
which is incorporated by reference herein. Additional legal matters may be passed upon for us or any underwriters, dealers or
agents, by counsel that we will name in the applicable Reoffer Prospectus supplement.
EXPERTS
The
consolidated financial statements of Marathon Patent Group, Inc. and its consolidated subsidiaries as of December 31,
2019 and 2018 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the period
in the two years ended December 31, 2019 have been audited by the Company’s independent registered public accounting
firm, RBSM, LLP, as stated in their report, which is incorporated herein by reference. Such financial statements have been incorporated
herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
INTERESTS
OF EXPERTS
No
expert or counsel named in this Reoffer Prospectus as having prepared or certified any part of this Reoffer Prospectus or having
given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration
or offering of the Shares was employed on a contingency basis or had, or is to receive, in connection with the offering, a substantial
interest, directly or indirectly, in the registrant or any of its parents or subsidiaries except that our counsel, Jolie Kahn,
Esq., owns 50,000 restricted stock units, which vest on a quarterly basis, commencing June 30, 2020, with 12,500 restricted units
vesting into 12,500 shares on the date of this prospectus.
MATERIAL
CHANGES
There
have been no material changes in our affairs since the end of our last fiscal year on December 31, 2019, other than those changes
that have been described in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. See the
section below under the heading, “Where You Can Find More Information.”
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The
Securities and Exchange Commission permits us to “incorporate by reference” the information contained in documents
we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring
you to those documents rather than by including them in this Reoffer Prospectus. Information that is incorporated by reference
herein is considered to be part of this Reoffer Prospectus and you should read it with the same care that you read this Reoffer
Prospectus. Information that we file later with the Securities and Exchange Commission will automatically update and supersede
the information that is either contained, or incorporated by reference, in this Reoffer Prospectus, and will be considered to
be a part of this Reoffer Prospectus from the date those documents are filed. We have filed with the Securities and Exchange Commission,
and incorporate by reference in this Reoffer Prospectus the following filed with the SEC:
|
●
|
Annual
Report on Form 10-K for the year ended December 31, 2019 filed on March 24, 2020 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, filed on May 14, 2020;
|
|
|
|
|
●
|
Our
Definitive Proxy Statement on Schedule 14A and accompanying additional proxy materials filed with the SEC on October 15, 2019;
|
|
|
|
|
●
|
Current
Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on April
9, 2020, April 22, 2020 and May 20, 2020; and
|
|
|
|
|
●
|
Our
registration statement on Form 8-A filed on April 12, 2012 and July 22, 2014.
|
We
also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms
of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of effectiveness Registration Statement
and after the date of this Reoffer Prospectus but prior to the termination of the offering of the securities covered by this Reoffer
Prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not
file in accordance with Securities and Exchange Commission rules.
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at 702-945-2773 or by writing to
us at the following address: Marathon Patent Group, Inc., Attn: Merrick Okamoto, CEO, 1180 North Town Center Drive, Suite 100,
Las Vegas, NV 89144.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
As
permitted by the Nevada Business Corporation Law, we have adopted provisions in our restated certificate of incorporation and
restated by-laws that limit or eliminate the personal liability of our directors and certain executive officers and employees
of the Company. We also maintain general liability insurance that covers certain liabilities of our directors and officers arising
out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities
Act. These limitations of liability do not alter director liability under the federal securities laws and do not affect the availability
of equitable remedies such as an injunction or rescission.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and Marathon controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
WHERE
YOU CAN FIND MORE INFORMATION
We
file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public
over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s
Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. You may also obtain this information from the SEC at the address
listed above or from the SEC’s internet site, SEC.gov. Please call the SEC at 1-800-SEC-0330 for further information on
the Public Reference Room. Our SEC filings are also available on our website, https://ir.Marathonblockchain.com/under the heading
“Investors.” The information on this website is expressly not incorporated by reference into, and does not constitute
a part of, this Reoffer Prospectus.
REOFFER
PROSPECTUS
MARATHON PATENT GROUP, INC.
1180
North Town Center Drive, Suite 100
Las
Vegas, NV 89144
702-945-2773
2,745,639
SHARES OF COMMON STOCK
June
30, 2020
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE
The
Securities and Exchange Commission permits us to “incorporate by reference” the information contained in documents
we file with the Securities and Exchange Commission, which means that we can disclose important information to you by referring
you to those documents rather than by including them in this Registration Statement and the accompanying prospectus. Information
that is incorporated by reference herein is considered to be part of this Registration Statement and you should read it with the
same care that you read this Reoffer Prospectus. Information that we file later with the Securities and Exchange Commission will
automatically update and supersede the information that is either contained, or incorporated by reference, in this Registration
Statement, and will be considered to be a part of this Registration Statement from the date those documents are filed. We have
filed with the Securities and Exchange Commission, and incorporate by reference herein the following documents filed with the
SEC:
|
●
|
Annual
Report on Form 10-K for the year ended December 31, 2019 filed on March 24, 2020 and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2020, filed on May 14, 2020;
|
|
|
|
|
●
|
Our
Definitive Proxy Statement on Schedule 14A and accompanying additional proxy materials filed with the SEC on October 15, 2019;
|
|
|
|
|
●
|
Current
Reports on Form 8-K (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on April
9, 2020, April 22, 2020 and May 20, 2020; and
|
|
|
|
|
●
|
Our
registration statement on Form 8-A filed on April 12, 2012 and July 22, 2014.
|
We
also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms
of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of effectiveness of this Registration Statement
and after the date of the prospectus accompanying it but prior to the termination of the offering of the securities covered by
such prospectuses. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish
and not file in accordance with Securities and Exchange Commission rules.
You
may request, and we will provide you with, a copy of these filings, at no cost, by calling us at 702-945-2773 or by writing to
us at the following address: Marathon Patent Group, Inc., Attn: Merrick Okamoto, CEO, 1180 North Town Center Drive, Suite 100,
Las Vegas, NV 89144.
ITEM
4. DESCRIPTION OF SECURITIES
Not
applicable.
ITEM
5. INTERESTS OF NAMED EXPERTS AND COUNSEL
No
expert or counsel named in this Registration Statement as having prepared or certified any part of this Registration Statement
or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with
the registration or offering of the Shares was employed on a contingency basis or had, or is to receive, in connection with the
offering, a substantial interest, directly or indirectly, in the registrant or any of its parents or subsidiaries, except that
our counsel, Jolie Kahn, Esq., owns 50,000 restricted stock units, which vest on a quarterly basis, commencing June 30, 2020,
with 12,500 restricted units vesting into 12,500 shares on the date of this prospectus.
ITEM
6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Nevada
Revised Statutes Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director
or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed
to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe
his/her conduct was unlawful.
Under
Nevada Revised Statutes Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing
that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director
did not meet the standards.
Our
Articles of Incorporation provide that our officers and directors shall be indemnified and held harmless to the fullest extent
legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorneys’
fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by them in connection with
any civil, criminal, administrative or investigative action, suit or proceeding related to their service as an officer or director.
Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. We must pay
the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred
and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled
to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors or officers
may have or hereafter acquire.
Our
Articles of Incorporation provide that we may adopt bylaws to provide at all times the fullest indemnification permitted by the
laws of the State of Nevada, and may purchase and maintain insurance on behalf of any of officers and directors. The indemnification
provided in our Articles of Incorporation shall continue as to a person who has ceased to be a director, officer, employee or
agent, and shall inure to the benefit of the heirs, executors and administrators of such person.
Our
Bylaws provide that a director or officer shall have no personal liability to us or our stockholders for damages for breach of
fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions
which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of Nevada
Revised Statutes Section 78.300.
ITEM
7. EXEMPTION FROM REGISTRATION CLAIMED
Not
applicable.
ITEM
8. EXHIBITS
Exhibit
Number
|
|
Description
of Document
|
3.1
|
|
Amended and Restated Articles of Incorporation of the Company dated November 25, 2011. (1)
|
3.2
|
|
Certificate of Amendment to Articles of Incorporation dated February 15, 2013. (2)
|
3.3
|
|
Certificate of Amendment to Amended and Restated Articles of Incorporation dated July 18, 2013 (3)
|
3.4
|
|
Certificate of Amendment to Articles of Incorporation dated October 25, 2017. (4)
|
3.5
|
|
Amended and Restated Bylaws of the Company dated November 25, 2011. (5)
|
3.6
|
|
Certificate of Amendment to Articles of Incorporation dated April 8, 2019 (10)
|
4.1
|
|
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. (6)
|
4.2
|
|
Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series E Convertible Preferred Stock. (7)
|
4.3
|
|
Certificate of Correction to Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series E Convertible Preferred Stock. (8)
|
4.4
|
|
Form of proposed Certificate of Designation of Preferences, Rights and Limitations of 0% Series E-1 Convertible Preferred Stock. (9)
|
4.5
|
|
2018 Equity Incentive Plan, as amended*
|
5.1
|
|
Opinion of Jolie Kahn, Esq.*
|
23.1
|
|
Consent of RBSM LLP*
|
23.2
|
|
Consent of Jolie Kahn, Esq. (contained in Exhibit 5.1)
|
(1)
|
Previously
filed as Exhibit 3.1 to Current Report on Form 8-K filed December 9, 2011 and incorporated herein by reference.
|
(2)
|
Previously
filed as Exhibit 3.1 to Current Report on Form 8-K filed February 20, 2013 and incorporated herein by reference.
|
(3)
|
Previously
filed as Exhibit 3.1 to Current Report on Form 8-K filed July 19, 2013 and incorporated herein by reference.
|
(4)
|
Previously
filed as Exhibit 3.4 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.
|
(5)
|
Previously
filed as Exhibit 3.2 to Current Report on Form 8-K filed December 9, 2011 and incorporated herein by reference
|
(6)
|
Previously
filed as Exhibit 3.2 to Current Report on Form 8-K filed May 7, 2014 and incorporated herein by reference.
|
(7)
|
Previously
filed as Exhibit 4.1 to Current Report on Form 8-K filed December 1, 2017 and incorporated herein by reference.
|
(8)
|
Previously
filed as Exhibit 4.1 to Current Report on Form 8-K filed December 22, 2017 and incorporated herein by reference.
|
(9)
|
Previously
filed as Exhibit 4.4 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference.
|
(10)
|
Previously
filed as Exhibit 3.1 to Current Report on Form 8-K filed on April 8, 2019 and incorporated herein by reference.
|
*Filed
herewith.
ITEM
9. UNDERTAKINGS
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided,
however, Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form
S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as
of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information
required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date;
or
(5)
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
(d)
The registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, and State of Nevada, on the 30th day of June,
2020.
MARATHON
PATENT GROUP, INC.
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|
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By:
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/s/
Merrick Okamoto
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Name:
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Merrick
Okamoto
|
|
Title:
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Chief
Executive Officer and President and Director
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By:
|
/s/
David Lieberman
|
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Name:
|
David
Lieberman
|
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Title:
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Chief
Financial Officer and Director
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Pursuant
to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities
and on the dates indicated.
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
Signature
|
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Title
|
|
Date
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|
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|
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/s/
Merrick Okamoto
|
|
Chief
Executive Officer and Executive Chairman and Director
(Principal Executive Officer)
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|
June
30, 2020
|
Merrick
Okamoto
|
|
|
|
|
|
|
|
|
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/s/
David Lieberman
|
|
Chief
Financial Officer and Director (Principal Financial and Accounting Officer)
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June
30, 2020
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David
Lieberman
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|
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|
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/s/
Fred Thiel
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Director
|
|
June
30, 2020
|
Fred
Thiel
|
|
|
|
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|
|
|
|
/s/
Michael Rudolph
|
|
Director
|
|
June
30, 2020
|
Michael
Rudolph
|
|
|
|
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|
|
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/s/
Michael Berg
|
|
Director
|
|
June
30, 2020
|
Michael
Berg
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