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 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 (the “Acquisition”). All capitalized terms otherwise not defined herein shall have the meanings set forth in the Merger Agreement.
On January 23, 2018, the Parties entered into the Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), which amends certain terms, among others, in the Merger Agreement, as follows: (i) the shareholders of GBV shall have entered into lock-up agreements in form and substance satisfactory to the Company; (ii) all references to the Company’s Series E Convertible Preferred Stock shall mean the Company’s Series E-1 Convertible Preferred Stock, par value $0.0001 per share; and (iii) 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.
The closing of the Acquisition is subject to certain closing conditions including the approval of the Merger Agreement by the Company’s shareholders at a special meeting of the shareholders to be held at a time and date to be determined upon filing of the definitive proxy statement.
The foregoing description of the terms of the Merger Agreement set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement by and among the Company, GBAC and GBV, 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 Amendment set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the Amendment by and among the Company, GBAC and GBV, which Amendment is filed as Exhibit 10.2 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
The exhibits listed in the following ExhibitIndex are filed as part of this Current Report on Form8-K.
Marathon Patent Group, Inc. ExhibitEX-10.2 2 ex10-2.htm AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER This Amendment No. 1 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.