Business Context and Reporting Period
This Form 8-K is a current report filed by Marathon Patent Group, Inc. (noting the metadata reference to MARA Holdings, Inc. appears to be a discrepancy as the filing text explicitly names Marathon Patent Group, Inc.) on July 10, 2018. The report addresses a notice of delisting received from the NASDAQ Stock Market LLC due to the company's failure to satisfy continued listing rules regarding board composition.
Key Financial Metrics
The filing text does not provide specific financial data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and listing status.
Material Changes
- Board Resignations: Edward Kovalik and Christopher Robichaud resigned from the Board of Directors effective June 28, 2018.
- Listing Non-Compliance: As a result of the resignations, the company no longer complies with NASDAQ Listing Rules 5605(b)(1) and 5605(c)(2) regarding the requirement for a majority of independent directors.
- Compensation Committee: The company also received notice of non-compliance with Listing Rule 5605(d)(2) regarding the compensation committee requirement.
Guidance, Outlook, and Risks
Management Plan: The company intends to regain compliance by appointing two new independent directors. It plans to submit a compliance plan to NASDAQ within the required 45-day period (the "Due Date").
Timelines:
- If NASDAQ accepts the plan, the company may receive an exception of up to 180 calendar days from the fiscal year end, or until January 7, 2019, to regain compliance.
- For the compensation committee requirement, the cure period extends until the earlier of the next annual shareholders' meeting or June 28, 2019 (or December 26, 2018, if the meeting is held before that date).
Risks: If the company fails to regain compliance by the specified dates, NASDAQ will provide written notification that its securities will be delisted. However, securities will continue to trade on NASDAQ while the plan is pending.
Investor Verification Checklist
- Verify the appointment of two new independent directors to the Board of Directors.
- Confirm the submission and acceptance of the compliance plan by NASDAQ within the 45-day window.
- Monitor the status of the compensation committee compliance deadline.
- Review the press release dated July 13, 2018 (Exhibit 99.1) for additional details on the board transition.