MARATHON PATENT GROUP, INC. (NASDAQ:MARA) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01
On July 19, 2019, Marathon Patent Group, Inc. (“we”) entered into an At The Market Offering Agreement (the “Agreement”) with H.C. Wainwright & Co., LLC (“H.C. Wainwright”) which establishes an at-the-market equity program to which we may offer and sell shares of our common stock, par value $0.0001 per share (“Common Stock”), from time to time as set forth in the Agreement. The Agreement provides for the sale of shares of our Common Stock (“Shares”) having an aggregate offering price of up to $7,472,417 (the Company’s ability to offer shares under the Agreement is limited to the amount of shares it may sell to General Instruction I.B.6. of Form S-3.
Subject to the terms and conditions set forth in the Agreement, H.C. Wainwright will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares from time to time, based upon our instructions. We have provided H.C. Wainwright with customary indemnification rights, and H.C. Wainwright will be entitled to a commission at a fixed rate equal to three percent (3.0%) of the gross proceeds per Share sold. In addition, we have agreed to pay certain expenses incurred by H.C. Wainwright in connection with the Agreement, including up to $25,000 of the fees and disbursements of their counsel. The Agreement will terminate upon the earlier of sale of all of the Shares under the Agreement or July 19, 2022 unless terminated earlier by either party as permitted under the Agreement.
Sales of the Shares, if any, under the Agreement shall be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made by means of ordinary brokers’ transactions, including on the Nasdaq Capital Market, at market prices or as otherwise agreed with H.C. Wainwright. We have no obligation to sell any of the Shares, and, at any time, we may suspend offers under the Agreement or terminate the Agreement.
This report incorporates the Agreement by reference into the shelf registration statement on Form S-3 (File No. 333-231915) that we filed with the Securities and Exchange Commission on June 3, 2019, in the form in which it became effective on July 17, 2019 (the “Registration Statement”). This report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares 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.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
The opinion of our counsel regarding the validity of the Shares that will be issued to the Agreement is filed herewith as Exhibit 5.1. This opinion is also filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
| Exhibit 5.1 | Opinion of Jolie Kahn, Esq. |
| Exhibit 10.1 | Form of At The Market Offering Agreement |
Marathon Patent Group, Inc. Exhibit
EX-5.1 2 ex5-1.htm EXHIBIT 5.1 July 19,…
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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.