MARATHON PATENT GROUP, INC. (NASDAQ:MARA) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03.
Effective at 9:00 a.m., EDT, on April 8, 2019, Marathon Patent Group, Inc. (the “Company”) will effect a four-for-one reverse stock split of its outstanding common stock, as announced in a press release of the Company.
The authority to implement a reverse stock split was approved by the Company’s stockholders at the Special Meeting of Stockholders held on December 11, 2018, and the Company’s Board of Directors subsequently adopted the reverse stock split. Upon the effectiveness of the reverse stock split, every four shares of issued and outstanding common stock before the open of business on April 8, 2019 will be combined into one issued and outstanding share of common stock, with no change in par value per share. The Company’s common stock will open for trading on Nasdaq on April 8, 2019 on a post-split basis.
The reverse stock split is primarily intended to bring the Company into compliance with the minimum average closing share price requirement for maintaining its listing on the Nasdaq Capital Market. The Company’s common stock will continue to trade under the symbol “MARA”.
The reverse stock split will reduce the number of shares of the Company’s outstanding common stock from approximately 25,519,940 million shares to approximately 6,379,985 million shares. No fractional shares will be issued as a result of the reverse stock split. Any fractional shares that would result from the reverse stock split will be rounded up to the nearest whole share.
Shareholders holding share certificates will receive information from Equity Stock Transfer, the Company’s transfer agent, regarding the process for exchanging their shares of common stock. Shareholders with questions may contact our transfer agent by calling 212-575-5757.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 of this Current Report on Form8-K is incorporated by reference into this Item 5.03. A copy of the Certificate of Amendment to the Company’s Certificate of Incorporation is filed as Exhibit3.1 to this Current Report on Form 8-K.
| Item 7.01. | Regulation FD Disclosure. |
On April 5, 2019, the Company issued a press release announcing the reverse stock split. A copy of the press release is attached hereto as Exhibit99.1.
The information in this Item 7.01, including the exhibit attached hereto, is furnished to Item 7.01 and shall not be deemed “filed” for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act regardless of any general incorporation language in such filing unless specifically provided otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Marathon Patent Group, Inc. Exhibit
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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.
