Item
1.01.
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Entry
into a Material Definitive Agreement.
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On
January 12, 2020, Marathon Patent Group, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with certain purchasers named therein (the “Purchasers”), pursuant
to which the Company agreed to issue and sell, in a registered direct offering (the “Offering”), 12,500,000 shares
of its common stock (the “Securities”) at an offering price of $20.00 per share.
The
Purchase Agreement contains customary representations and warranties and agreements of the Company and the Purchasers and customary
indemnification rights and obligations of the parties. The closing of the Offering occurred on January 15, 2021. The Company received
gross proceeds of $250,000,000 in connection with the Offering, before deducting placement agent fees and related
offering expenses.
Pursuant
to a letter agreement, dated August 2020 (the “Engagement Letter”), the Company engaged H.C. Wainwright & Co.,
LLC (the “Placement Agent”) as placement agent in connection with the Offering. The Placement Agent agreed to use
its reasonable best efforts to arrange for the sale of the Securities. The Company agreed to pay to the Placement Agent a cash
fee of 5.0% of the aggregate gross proceeds raised in the Offering. The
Company also issued to designees of the Placement Agent warrants to purchase up to 3.0% of the aggregate number of shares of Common
Stock sold in the transactions, or warrants to purchase up to 375,000 shares of Common Stock (the “Placement Agent Warrants”).
The Placement Agent Warrants have an exercise price equal to 125% of the offering price per share (or $25.00 per share). The Company
also agreed to pay the Placement Agent $50,000 for accountable expenses, to reimburse an investor’s legal fees in an amount
up to $7,500 and to pay $12,900 for the Placement Agent’s clearing fees. Pursuant
to the terms of the Engagement Letter, the Placement Agent has the right, for a period of twelve months following the closing
of the Offerings, to act (i) as financial advisor in connection with any merger, consolidation or similar business combination
by the Company and (ii) as sole book-running manager, sole underwriter or sole placement agent in connection with certain debt
and equity financing transactions by the Company.
The
foregoing summaries of the Purchase Agreement and the Placement Agent Warrants do not purport to be complete and
are subject to, and qualified in their entirety by, the forms of such documents attached as Exhibits 10.1 and 4.1, respectively,
to this Current Report on Form 8-K, which are incorporated herein by reference.
The
shares of Common Stock and the Placement Agent Warrants and the shares of common stock issuable thereunder are being offered
by the Company pursuant to a registration statement on Form S-3 (File No. 333-252053), which was filed with the Securities and
Exchange Commission (the “Commission”) on January 12, 2021 and was declared automatically effective on such date (the
“Registration Statement”). A
copy of the opinion of Jolie Kahn, Esq. relating
to the legality of the issuance and sale of the Securities in the Offering is attached as Exhibit 5.1 hereto. This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall there be any sale
of securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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.