As filed with the Securities and Exchange Commission on July 23, 2020.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MARATHON PATENT GROUP, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
I.R.S. Employer Identification Number
(Primary Standard Industrial Code Classification Number)
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Mr. Merrick Okamoto
Chief Executive Officer
Marathon Patent Group, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
702-945-2773 (Address, including zip code, and telephone number,
including area code, of agent for service)
Jolie Kahn, Esq.
12 E. 49th Street, 11th floor
New York, NY 10017
Telephone: (516) 217-6379
Facsimile: (866) 705-3071
Robert Charron, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Approximate date of proposed sale to public: As soon as practicable on or after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-239534
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
|Large accelerated filer [ ]||Accelerated filer [ ]|
|Non-accelerated filer [X]||Smaller reporting company [X]|
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.|
CALCULATION OF REGISTRATION FEE
Title of Securities
Price (1) (2) (3)
|Shares of common stock, $0.0001 par value per share||$||1,150,000||$||149.27|
|Shares of common stock issuable upon exercise of the representative’s warrants(5)||$||88,550||$||11.50|
|(1)||Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended, or the Securities Act.|
|(2)||Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions.|
|(3)||Includes the offering price of any additional shares of common stock that the underwriters have the right to purchase from the Registrant. Includes shares the underwriters have the option to purchase to cover over-allotments, if any.|
|(4)||No fee is required pursuant to Rule 457(i) under the Securities Act.|
|(5)||Represents warrants to purchase a number of shares of common stock equal to 7% of the number of shares of common stock sold in this offering at an exercise price equal to 125% of the public offering price per share.|
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 (the “Registration Statement”) is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended, by Marathon Patent Group, Inc. (the “Registrant”). This Registration Statement incorporates by reference the contents of, including all exhibits to, the Registrant’s Registration Statement on Form S-1 (File No. 333-239534), originally filed on June 29, 2020, as amended (together with its exhibits, the “Prior Registration Statement”), which was declared effective by the Commission on July 23, 2020.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock and representatives’ warrants, including securities that may be sold upon exercise of the underwriters’ overallotment option, and the aggregate number of shares of common stock underlying the foregoing warrants, to be registered for sale. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits thereto are hereby incorporated by reference in this filing.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Las Vegas, State of Nevada on July 23, 2020.
|MARATHON PATENT GROUP, INC.|
|By:||/s/ Merrick Okamoto|
|Title:||Chief Executive Officer and President and Director|
|By:||/s/ David Lieberman|
|Title:||Chief Financial Officer and Director|
Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
|/s/ Merrick Okamoto||
Chief Executive Officer and Executive Chairman and Director
(Principal Executive Officer)
|July 23, 2020|
|/s/ David Lieberman||Chief Financial Officer and Director (Principal Financial and Accounting Officer)||July 23, 2020|
|/s/ Fred Thiel||Director||July 23, 2020|
|/s/ Michael Rudolph||Director||July 23, 2020|
|/s/ Michael Berg||Director||July 23, 2020|
|5.1||Opinion of Jolie Kahn, Esq.|
|23.1||Consent of RBSM, LLP|
|23.2||Consent of Jolie Kahn, Esq. (included in Exhibit 5.1)|