Item 1.01. Entry into a Material Definitive Agreement.
On January 12, 2020, Marathon Patent Group, Inc., a Nevada corporation (the
"Company"), entered into a Securities Purchase Agreement (the "Purchase
Agreement") with certain purchasers named therein (the "Purchasers"), pursuant
to which the Company agreed to issue and sell, in a registered direct offering
(the "Offering"), 12,500,000 shares of its common stock (the "Securities") at an
offering price of $20.00 per share.
The Purchase Agreement contains customary representations and warranties and
agreements of the Company and the Purchasers and customary indemnification
rights and obligations of the parties. The closing of the Offering occurred on
January 15, 2021. The Company received gross proceeds of $250,000,000 in
connection with the Offering, before deducting placement agent fees and related
offering expenses.
Pursuant to a letter agreement, dated August 2020 (the "Engagement Letter"), the
Company engaged H.C. Wainwright & Co., LLC (the "Placement Agent") as placement
agent in connection with the Offering. The Placement Agent agreed to use its
reasonable best efforts to arrange for the sale of the Securities. The Company
agreed to pay to the Placement Agent a cash fee of 5.0% of the aggregate gross
proceeds raised in the Offering. The Company also issued to designees of the
Placement Agent warrants to purchase up to 3.0% of the aggregate number of
shares of Common Stock sold in the transactions, or warrants to purchase up to
375,000 shares of Common Stock (the "Placement Agent Warrants"). The Placement
Agent Warrants have an exercise price equal to 125% of the offering price per
share (or $25.00 per share). The Company also agreed to pay the Placement Agent
$50,000 for accountable expenses, to reimburse an investor's legal fees in an
amount up to $7,500 and to pay $12,900 for the Placement Agent's clearing fees.
Pursuant to the terms of the Engagement Letter, the Placement Agent has the
right, for a period of twelve months following the closing of the Offerings, to
act (i) as financial advisor in connection with any merger, consolidation or
similar business combination by the Company and (ii) as sole book-running
manager, sole underwriter or sole placement agent in connection with certain
debt and equity financing transactions by the Company.
The foregoing summaries of the Purchase Agreement and the Placement Agent
Warrants do not purport to be complete and are subject to, and qualified in
their entirety by, the forms of such documents attached as Exhibits 10.1 and
4.1, respectively, to this Current Report on Form 8-K, which are incorporated
herein by reference.
The shares of Common Stock and the Placement Agent Warrants and the shares of
common stock issuable thereunder are being offered by the Company pursuant to a
registration statement on Form S-3 (File No. 333-252053), which was filed with
the Securities and Exchange Commission (the "Commission") on January 12, 2021
and was declared automatically effective on such date (the "Registration
Statement"). A copy of the opinion of Jolie Kahn, Esq. relating to the legality
of the issuance and sale of the Securities in the Offering is attached as
Exhibit 5.1 hereto. This Current Report on Form 8-K shall not constitute an
offer to sell or the solicitation of an offer to buy securities, nor shall there
be any sale of securities 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.
FORWARD-LOOKING STATEMENTS
This Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively, the "Filings") contain or may
contain forward-looking statements and information that are based upon beliefs
of, and information currently available to, Registrant's management as well as
estimates and assumptions made by Registrant's management. When used in the
Filings the words "anticipate," "believe," "estimate," "expect," "future,"
"intend," "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward-looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although Registrant believes that the expectations reflected in the
forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
4.1 Form of Placement Agent Warrant.
5.1 Opinion of Jolie Kahn, Esq.
10.1 Form of Securities Purchase Agreement.
23.1 Consent of Jolie Kahn, Esq. (included in Exhibit 5.1).
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