Current Report Filing (8-k)
October 13 2020 - 5:16PM
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): October 6, 2020
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. 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 a Material Definitive Agreement
On
October 6, 2020, Marathon Patent Group, Inc., a Nevada corporation (“Marathon”) entered into a series of agreements
with affiliates of Beowulf Energy LLC, a Delaware limited liability company (collectively and as applicable, “Beowulf”)
and Two Point One, LLC, a Delaware limited liability company (“2Pl”; Marathon, Beowulf and 2Pl each a “Party”
and, collectively, the “Parties”). Beowulf and 2Pl have been designing and developing a data center facility of up
to 100-megawatts (the “Facility”) that will be located next to, and supplied energy directly from, Beowulf’s
power generating station in Hardin, MT (the “Hardin Station”). The Facility is being developed in two phases to reach
its 100 MW capacity, and the Hardin Station will supply the Facility exclusively with energy
to operate Bitcoin mining servers.
The projected build out cost for Phase I is approximately $14 million,
which is front loaded as the infrastructure is being built most efficiently for the full 100 MW project. It entails high voltage
equipment to break down the full 100 MW load from the generating station, and thereafter, the infrastructure cost per MW is a matter
of distributing power at a container level. Assuming market conditions similar to current, the build out cost for Phase II works
out to approximately $200,000 - $250,000 per MW. These are all in costs covering all equipment and labor needed starting from the
power coming off the Generating Station distributed down to running the actual miners: including breakers, transformers, switches,
containers, PDUs, fans, network cables, and the like.
Marathon
and Beowulf entered into an exclusive Power Purchase Agreement for the initial supply of 30 MW (Phase I), and up to 100 MW in
the aggregate (Phase II), of energy load to the Facility at a cost of $0.028/kWh. The initial term of
the Power Purchase Agreement is five years, with up to five additional three-year
extensions, as mutually agreed, assuming 75% energy utilization of the initial 30 MW of energy supplied to the Facility. Marathon
purchased certain mining infrastructure and equipment for the Facility from Beowulf for a purchase price of $750,000, and Marathon
has the right, at no additional cost, to construct and access the Facility on land adjacent to the Hardin Station pursuant to
a lease agreement with Beowulf.
Beowulf and 2P1 will provide operation and maintenance services
for the Facility pursuant to a Data Facility Services Agreement, in exchange for an initial issuance of 3,000,000 shares of Marathon’s
common stock to each of Beowulf and 2Pl. Upon completion of Phase I, Marathon will issue to Beowulf an additional 150,000 shares
of its common stock. During Phase II, Marathon will issue to Beowulf an additional 350,000 shares of its common stock – 150,000
shares upon reaching 60 MW of Facility load and 200,000 at completion of the full 100 MW of Facility load. The cost to maintain
and run the Facility will be $0.006/kWh. All shares issued under the Data Facility Services Agreement are issued pursuant to transactions
exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Item
3.02 Unregistered Sale of Securities.
See
Item 1.01 above.
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:
October 13, 2020
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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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