UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 11, 2018
MARATHON PATENT GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-36555 | 01-0949984 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
1180 North Town Center Drive, Suite 100 Las Vegas, NV |
89144 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (800) 804-1690
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 11, 2018, Marathon Patent Group, Inc., a Nevada corporation (the “Company”), held an annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, 25,519,940 shares of common and preferred stock were issued and outstanding. A total of 18,526,859 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 reelection of each of the Class I following current directors of the Company, who were candidates for reelection. The directors were reelected, and the votes were cast as follows:
| Name | Votes For | Votes Against | Abstentions | |||
| David P. Lieberman | 4,858,247 | - | 394,911 | |||
| Fred Thiel | 4,864,565 | - | 388,593 |
(ii) The reelection of each of the Class II following current directors of the Company, who were candidates for reelection. The directors were reelected, and the votes were cast as follows:
| Name | Votes For | Votes Against | Abstentions | |||
| Michael Berg | 4,882,652 | - | 369,206 | |||
| Michael Rudolph | 4,884,268 | - | 367,590 |
(iii) 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-2 to 1-for-10 at any time prior to December 31, 2018. The authorization was approved, and the votes were cast as follows:
| Votes For | Votes Against | Abstentions | ||
| 14,707,276 | 3,690,973 | 128,605 |
(iv) To approve 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 20% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d). The issuance was approved, and the votes were cast as follows:
.:
| Votes For | Votes Against | Abstentions | ||
| 4,449,086 | 784,046 | 20,026 |
(v) To approve an amendment to the Company’s 2018 Equity Incentive Plan to eliminate the performance-based compensation exception to the deductibility limitations under Section 162(m) of the Internal Revenue Code and to include any individual who was our then current or former named executive officers as a “covered employee,” such that payments to former employees will be subject to the deduction limitations thereunder. Although the approval was not granted, the Company has amended the Plan to eliminate the exception, and it intends to continue to submit this amendment to its shareholders until the requisite approval is obtained. The votes were cast as follows:
| Votes For | Votes Against | Abstentions | ||
| 4,527,035 | 678,059 | 48,061 |
(vi) The ratification of the appointment of RBSM, LLP, as the Company’s independent registered certified public accountant for the fiscal year ended December 31, 2018. The appointment was ratified, and the votes were cast as follows:
| Votes For | Votes Against | Abstentions | ||
| 16,731,601 | 1,540,421 | 154,836 |
ITEM 9.01 Exhibits
| 99.1 | Press Release, dated December 12, 2018 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 12, 2018
| MARATHON PATENT GROUP, INC. | ||
| By: | /s/ Merrick Okamoto | |
| Name: | Merrick Okamoto | |
| Title: | Chief Executive Officer | |
Marathon Patent Group Announces Results of Annual Meeting of Shareholders
LAS VEGAS, Dec. 12, 2018 (GLOBE NEWSWIRE) — Marathon Patent Group, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), today announced that on December 11, 2018, the Company held an annual meeting of shareholders (the “Meeting”). As of the record date for the Meeting, 25,519,940 shares of common and preferred stock were issued and outstanding. A total of 18,526,859 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 reelection of each of the Class I following current directors of the Company, who were candidates for reelection. The directors were reelected, and the votes were cast as follows:
| Name | Votes For | Votes Against | Abstentions | |||||||||
| David P. Lieberman | 4,858,247 | - | 394,911 | |||||||||
| Fred Thiel | 4,864,565 | - | 388,593 | |||||||||
(ii) The reelection of each of the Class II following current directors of the Company, who were candidates for reelection. The directors were reelected, and the votes were cast as follows:
| Name | Votes For | Votes Against | Abstentions | |||||||||
| Michael Berg | 4,882,652 | - | 369,206 | |||||||||
| Michael Rudolph | 4,884,268 | - | 367,590 | |||||||||
(iii) 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-2 to 1-for-10 at any time prior to December 31, 2018. The authorization was approved, and the votes were cast as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 14,707,276 | 3,690,973 | 128,605 | ||||||
(iv) To approve 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 20% below the market price of our common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d). The issuance was approved, and the votes were cast as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 4,449,086 | 784,046 | 20,026 | ||||||
(v) To approve an amendment to the Company’s 2018 Equity Incentive Plan to eliminate the performance-based compensation exception to the deductibility limitations under Section 162(m) of the Internal Revenue Code and to include any individual who was our then current or former named executive officers as a “covered employee,” such that payments to former employees will be subject to the deduction limitations thereunder. Although the approval was not granted, the Company has amended the Plan to eliminate the exception, and it intends to continue to submit this amendment to its shareholders until the requisite approval is obtained. The votes were cast as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 4,527,035 | 678,059 | 48,061 | ||||||
(vi) The ratification of the appointment of RBSM, LLP, as the Company’s independent registered certified public accountant for the fiscal year ended December 31, 2018. The appointment was ratified, and the votes were cast as follows:
| Votes For | Votes Against | Abstentions | ||||||
| 16,731,601 | 1,540,421 | 154,836 | ||||||
Merrick Okamoto, Marathon’s CEO and Chairman stated, “I’d like to thank our shareholders for their continued support while empowering us to do what we believe is in our collective best interest towards value creation.”
Investor Notice
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2017. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See “Safe Harbor” below.
Forward-Looking Statements
Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.
Name:
Jason Assad
Phone: 678-570-6791
Email: Jason@marathonpg.com