MARATHON PATENT GROUP,INC. (NASDAQ:MARA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July17, 2017, Marathon Patent Group,Inc. (the “Company”) and the purchasers (the “Holders”) of securities in the Company’s April21, 2017 offering (the “Offering”) entered into separate exchange agreements (the “Agreememts”). Under the terms of the Agreements, the Holders agreed to exchange warrants to purchase 2,280,000 shares of the common stock for 2,394,000 shares of common stock of the Company (the “Exchange Shares”) and waived and terminated their rights to participate in or approve any future offering of securities by the Company and other matters related to the Company. Holders maintain their rights to Exercise the Warrants until the Exchange has been approved by the Company’s shareholders. Under NASDAQ Rule5635(d) and the Agreements, the Company is required to obtain shareholder approval prior to issuing the Exchange Shares (“Shareholder Approval”).
The Company has agreed on or before October15, 2017 to prepare and file a registration statement registering the Exchange Shares for sale under the Securities Act of 1933, as amended, and to use its best efforts to cause such registration statement to be declared effective on or prior to November1, 2017. The Company is obligated to pay the Holder 1% of the Subscription Amount (up to a maximum of 6%) pro rata for any partial months, in which such registration statement has not been filed, or declared effective.
The Company is required to hold a shareholder meeting within 45 days (the “Shareholder Approval Deadline”) of the date hereof for the purpose of approval of the issuance of the Exchange Shares and if not so approved, shall within 90 days hold another meeting until such time as the Exchange Shares issuable under the Agreement is approved. In the event that shareholder approval has not been obtained the Company is obligated to pay the Holder for each 45 day period following the Shareholder Approval Deadline, 1% of the Subscription Amount (up to a maximum of 12%) pro rata for any partial months.
The Company entered into the Agreements in order to provide the Company with additional flexibility with respect to financing of the Company, in order to restructure the Warrants and to revise the capitalization of the Company. Under the Agreements, Holders have terminated all participation and other rights related to the Offering and the securities issued in order to facilitate recapitalization of the Company.
The Company has relied upon the exemption from registration provided by Section3(a)(9)under the Securities Act of 1933, in connection with the issuance of the Exchange Securities
The foregoing summary of the terms of the Exchange Agreement is incomplete and subject to, and qualified in its entirety by, the actual terms of the Exchange Agreement the form of which is attached as Exhibit 10.1 hereto, which is hereby incorporated by reference. Each of the Exchange Agreements are substantially identical.
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
10.1 Form of Exchange Agreement between the Company and the Holders.
