Business Context and Reporting Period
This Form 8-K was filed by Marathon Patent Group, Inc. (trading symbol: MARA) on October 4, 2019, reporting events that occurred on September 30, 2019. The company is incorporated in Nevada and its common stock is listed on The Nasdaq Capital Market.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on a specific asset acquisition transaction.
Material Changes
On September 30, 2019, the Company consummated the purchase of 6,000 S-9 Bitmain 13.5 TH/s Bitcoin Antminers from SelectGreen Blockchain Ltd. The purchase price was 2,335,000 shares of the Company's common stock valued at $1.75 per share.
- Immediate Issuance: Due to an exchange cap requirement for the Listing of Additional Shares application with Nasdaq, the Company immediately issued 1,270,696 shares. This amount constituted 19.99% of the issued and outstanding shares on the date of the agreement.
- Pending Issuance: The remaining balance of the 2,335,000 unregistered common stock shares will be issued upon receipt of shareholder approval.
- Regulatory Status: All shares are being issued in transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933.
Guidance, Outlook, and Risks
The filing contains standard forward-looking statements regarding future events, noting that actual results may differ significantly from anticipated results due to risks and uncertainties. The Company explicitly states it does not intend to update forward-looking statements to conform to actual results except as required by law. No specific operational guidance or outlook regarding the Bitcoin mining assets was provided in this text.
Investor Verification Checklist
- Verify the status of the shareholder approval required to issue the remaining balance of the 2,335,000 shares.
- Confirm the final listing status of the additional shares on The Nasdaq Capital Market.
- Review the Asset Purchase Agreement for details on the condition and warranty of the 6,000 Bitcoin Antminers.
- Check subsequent filings for the impact of this acquisition on the Company's capital structure and dilution.