MARATHON PATENT GROUP,INC. (NASDAQ:MARA) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

MARATHON PATENT GROUP,INC. (NASDAQ:MARA) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Ruleor Standard.

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On July17, 2017, Marathon Patent Group,Inc. (“Marathon” or the “Company”) received a written notification (the “Notice”) from the NASDAQ Stock Market LLC (“Nasdaq”) indicating that Nasdaq has determined to grant the Company an extension to regain compliance with Nasdaq Listing Rule5550(b)(1)(the “Rule”), which requires companies to maintain stockholders’ equity of at least $2.5 million.

The terms of the extension are as follows: on or before October17, 2017,3 the Company must complete certain iniatives and opt for one of the two following alternatives to evidence compliance with the Rule:

Alternative 1: The Company must furnish to the SEC and Nasdaq a publicly available report (e.g., a Form8-K or Form6-K) including:

1. A disclosure of Staff’s deficiency letter and the specific deficiency(ies) cited;

2. A description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement for continued listing;

3. An affirmative statement that, as of the date of the report, the Company believes it has regained compliance with the stockholders’ equity requirement based upon the specific transaction or event referenced in Step 2 above; and

4. A disclosure stating that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

Alternative 2: The Company must furnish to the SEC and Nasdaq a publicly available report including:

1. Steps 1& 2 set forth above;

2. A balance sheet no older than 60 days with pro forma adjustments for any significant transactions or event occurring on or before the report date. The pro forma balance sheet must evidence compliance with the stockholders’ equity requirement; and

3. A disclosure that the Company believes it also satisfies the stockholders’ equity requirement as of the report date and that Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting.

Regardless of which option the Company chooses, if the Company fails to evidence compliance upon filing its periodic report for the year ending December31, 2017, with the SEC and Nasdaq, the Company may be subject to delisting. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July18, 2017, Marathon Patent Group,Inc., a Nevada corporation (the “Company”), held a special meeting of shareholders (the “Meeting”). As of the record date for the Meeting, 24,039,472 shares of common and preferred stock were issued and outstanding. A total of 16,878,678 shares of common and preferred stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders approved the following proposals:

(i) The authorization of the Board, without further action of the stockholders, to amend the Articles of Incorporation to implement a reverse stock split of our capital stock, at a ratio within the range of 1-for-4 to 1-for-25 at any time prior to March31, 2018;

The authorization was approved and the votes were cast as follows:

For

Against

Abstain

12,438,389

4,200,397

239,892

(ii) The issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of up to 25% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule5635(d);

The issuance was approved and the votes were cast as follows:

For

Against

Abstain

Brokernon-votes

5,824,689

2,254,658

194,425

8,604,906

(iii) The issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 15% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule5635(d);

The issuance was approved and the votes were cast as follows:

For

Against

Abstain

Brokernon-votes

6,247,744

1,940,577

85,451

8,604,906

(iv) The approval of any change of control that could result from the potential issuance of securities in the non-public offerings following approved of proposal (2)or proposal (3), as required by and in accordance with Nasdaq Marketplace Rule5635(b);

The proposal was approved and the votes were cast as follows:

For

Against

Abstain

5,826,609

2,310,630

136,533

As per the Company’s proxy statement, in the event both Proposal 2 and Proposal 3 are approved by stockholders, only Proposal 2 shall be deemed to have any effect. Accordingly, Proposal 2 was adopted.


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.

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