Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



Date of Report (Date of earliest event reported): April 24, 2017 (April 18, 2017)



(Exact Name of Registrant as Specified in Charter)







(State or other jurisdiction


(Commission File Number)


(IRS Employer Identification No.)

of incorporation)






11100 Santa Monica Blvd., Ste.






Los Angeles, CA



(Address of principal executive


(Zip Code)





Registrant’s telephone number, including area code: (703) 232-1701



(Former name or former address, if changed since last report)


Copies to:

Harvey J. Kesner, Esq.

Sichenzia Ross Ference Kesner LLP

61 Broadway, 32nd Floor

New York, New York 10006

Telephone: (212) 930-9700


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:


o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


o            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 x


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. o





Item 1.01 Entry into a Material Definitive Agreement.


On April 18, 2017, Marathon Patent Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors for the sale of an aggregate of 3,800,000 shares of the Company’s common stock, at a purchase price of $0.70 per share, and warrants to purchase 2,280,000 shares of common stock, at an exercise price of $0.83 per share, subject to adjustment as provided under the terms of the warrants. The warrants will be exercisable commencing six months from the date of issuance for a period expiring five years after the date six months after the date of issuance. The closing of the sales of the shares and warrants occurred on April 21, 2017.


The shares of common stock were issued in a registered direct offering pursuant to a prospectus supplement filed with the Securities and Exchange Commission on April 19, 2017, in connection with a takedown from the Registration Statement on Form S-3 (File No. 333-198569), which was declared effective by the Securities and Exchange Commission on January 6, 2015. A copy of the opinion of Sichenzia Ross Ference Kesner LLP relating to the legality of the issuance and sale of the shares is attached as Exhibit 5.1 hereto.


Pursuant to a registration rights agreement (the “Registration Rights Agreement”) entered into between the Company and the investors, the Company agreed to register the resale of the shares of common stock underlying the warrants, on a Form S-1 registration statement to be filed with the Securities and Exchange Commission (the “SEC”) within 45 days following the date of the offering (the “Filing Date”) and to cause the registration statement to be declared effective within 75 days following the date of the offering (or in the event of a “full review” by the SEC, the 105th calendar day following the date of the offering).


Pursuant to a placement agency agreement between the Company and Aegis Capital Corp. (“Aegis”), the Company retained Aegis as the exclusive placement agent for the offering of shares and warrants and paid Aegis a fee of $150,733 (equal to 5.67% of the gross proceeds) in connection with the offering. The Company also issued to Aegis, on the closing date, a warrant (the “Agent’s Warrant”) to purchase 57,000 shares of common stock at an exercise price equal to $0.77 per share. The Agent’s Warrant issued to Aegis is exercisable commencing upon issuance for a period expiring five years from the effective date of the offering.


In connection with the sale of the warrants issued to the investors and the Placement Agent, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.


The foregoing summary of the terms of the warrants, the Agent’s Warrant, the Purchase Agreement, the Registration Rights Agreement, and the Placement Agency Agreement issued to the investors, is subject to, and qualified in its entirety by, such documents attached hereto as Exhibit 4.1, 10.1, 10.2, and 10.3 respectively, which are incorporated herein by reference.


Item 3.02 Unregistered Sales of Equity Securities.


The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.02.


Item 8.01 Other Events.


On April 18, 2017, the Company issued a press release in connection with the offering. A copy of the press release is attached as Exhibit 99.1


Item 9.01 Financial Statements and Exhibits.


(d)           Exhibits


4.1          Form of Warrant

5.1          Opinion of Sichenzia Ross Ference Kesner LLP

10.1        Form of Securities Purchase Agreement

10.2        Form of Registration Rights Agreement

10.3        Placement Agency Agreement dated April 18, 2017

99.1        Press Release dated April 18, 2017






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 hereunto duly authorized.


Date:  April 24, 2017














/s/ Francis Knuettel II



Name: Francis Knuettel II



Title: Chief Financial Officer