MARA Holdings, Inc 8-K, filed Sep 20, 2022
MARA Holdings, Inc. (MARA)
About this 8-K
MARA Holdings, Inc filed this 8-K on September 20, 2022, reporting on events of September 14, 2022.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 9.01: Financial statements and exhibits
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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 5.03 Amendment to Bylaws
Effective September 14, 2022, Marathon Digital Holdings, Inc. (the “Company”) amended its Amended and Restated Bylaws to document the previously disclosed unanimous Board approval to reduce its quorum requirements to 33-1/3% of the issued and outstanding shares of common stock of the Company.
ITEM 9.01 Exhibits
Exhibit 99.1 Exhibit 104 |
Amendment to the Amended and Restated Bylaws Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
SIGNATURES
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 thereunto duly authorized.
Date: September 20, 2022
| MARATHON DIGITAL HOLDINGS, INC. | ||
| By: | /s/ Hugh Gallagher | |
| Name: | Hugh Gallagher | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF MARATHON
DIGITAL HOLDINGS, INC. (FKA VERVE VENTURES, INC.)
This Amendment to the Amended and Restated Bylaws of Marathon Digital Holdings, Inc. amends Article I, Section 7 by replacing the paragraph entitled “-QUORUM” as follows:
- QUORUM. The holders of 33-1/3% of the outstanding shares of common stock shall constitute a quorum at a meeting of stockholders for the transaction of any business. The stockholders present may adjourn the meeting despite the absence of a quorum. Except as amended above, the Bylaws remain in full force and effect as originally stated.
| /s/ Hugh Gallagher | |
| Hugh Gallagher | |
| Chief Financial Officer | |
| Dated as of September 14, 2022 |