Marathon Patent Group, Inc. (NASDAQ:MARA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Amendment No. 2 to Agreement and Plan of Merger
As previously reported on the Current Report on Form 8-K filed by Marathon Patent Group, Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on November 2, 2017, the Company entered into an agreement and plan of merger dated November 1, 2017 (the “Merger Agreement”) whereby the Company shall acquire, through its wholly-owned subsidiary, Global Bit Acquisition Corp., a Nevada corporation (“GBAC”), 50% of the capital stock of Global Bit Ventures, Inc., a Nevada corporation (“GBV,” and collectively with the Company and GBAC, the “Parties”), which is a digital asset technology company that mines cryptocurrencies. All capitalized terms otherwise not defined herein shall have the meanings set forth in the Merger Agreement.
As previously reported on the Current Report on Form 8-K filed by the Company with the Commission on January 25, 2018, the Parties entered into the Amendment No. 1 to Agreement and Plan of Merger (the “First Amendment”), dated January 23, 2018, which amends certain terms, among others, in the Merger Agreement, as follows: the Outside Closing Date shall be extended from February 28, 2018, to March 15, 2018, subject to consecutive 14-day extensions upon mutual written consent of the Parties, but no later than April 30, 2018, subject to a mutual agreement by and among the Parties.
On March 19, 2018, the Parties entered into the Amendment No. 2 to Agreement and Plan of Merger (the “Second Amendment”), which amends the Merger Agreement, whereby the Outside Closing Date of March 15, 2018, as set forth in the First Amendment, shall be further extended to March 29, 2018, subject to consecutive 14-day extensions upon mutual written consent of the Parties, but no later than April 30, 2018, other than by mutual agreement by and among the Parties.
The foregoing description of the terms of the Merger Agreement is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement by and among the Parties, which Merger Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on November 2, 2017. The foregoing description of the terms of the First Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment by and among the Parties, which First Amendment was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the Commission on January 25, 2018. The foregoing description of the terms of the Second Amendment is not complete and is qualified in its entirety by reference to the full text of the Second Amendment by and among the Parties, which Amendment is filed as Exhibit 10.3 hereto.
ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported on the Current Report on Form 8-K filed by the Company with the Commission on January 8, 2018, the Company received a written notification from the NASDAQ Stock Market LLC (“Nasdaq”) indicating that since the Company had not held its annual meeting of shareholders (the “Annual Meeting”) within twelve months of the end of the Company’s fiscal year-end, in accordance with Nasdaq’s Listing Rules 5620, it no longer complies with Nasdaq’s Listing Rules (the “Rules”) for continued listing. On March 7, 2018, the Company held its Annual Meeting. On March 15, 2018, the Company received a written notification from Nasdaq indicating that the Staff has determined that the Company has regained compliance with the Rules and that the matter is now closed.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.
Marathon Patent Group, Inc. ExhibitEX-10.3 2 ex10-3.htm AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 2 to the Agreement And Plan Of Merger (“Amendment”),…To view the full exhibit click here
About Marathon Patent Group, Inc. (NASDAQ:MARA)
Marathon Patent Group Inc. (MARA) is engaged in acquiring patents and patent rights from owners or other ventures. The Company monetizes its portfolio of patents and patent rights by entering into license discussions. The Company owns around 378 United States and foreign patents, and patent rights across a range of technologies and markets. The Company owns around 22 patent applications across a range of technologies and markets.
