8-K
MARA Holdings, Inc. (MARA)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2021
MARATHON
DIGITAL HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-36555 | 01-0949984 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 1180<br> North Town Center Drive, Suite 100<br><br> <br>Las<br> Vegas, NV | 89144 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s telephone number, including area code: (800) 804-1690
(Former name or former address, if changed since last report)
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:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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 ☐
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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common<br> Stock | MARA | The<br> Nasdaq Capital Market |
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 1.01. | Entry into a Material Definitive Agreement. |
|---|
On December 15, 2021, Marathon Digital Holdings, Inc. (the “Company”) entered into a Severance and Release Agreement (“Agreement”) with Merrick Okamoto, its Executive Chairman (“Okamoto”). Pursuant to the Agreement, Okamoto is retiring effective December 31, 2021. He is providing a standard release to the Company in exchange for payment of 83,333 restricted stock units of the Company, which shall vest immediately upon grant. The shares underlying the RSUs are being issued pursuant to the Company’s registration statement on Form S-8 (file no. 258928), filed with the SEC on August 19, 2021. Additionally on December 31, 2021, the Company shall pay Okamoto the following: (i) accrued wages of $30,942.92, his annual 2021 bonus in the amount of $371,315 and any remaining approved and unpaid Company expenses incurred by him, if any. He is also entitled to medical insurance reimbursement as currently maintained through December 31, 2022, and thereafter is entitled to COBRA at his own expense, to the extent available by law.
| Item 5.02 | Departure of Officer or Director; Appointment of Officer or Director |
|---|
See Item 1.01 above for the retirement of Merrick Okamoto. The Company’s Board of Directors has elected Fred Thiel as Chairman of the Board effective December 31, 2021. Mr. Thiel will not receive any additional compensation for this additional role.
| Item 8.01 | Other Information |
|---|
See attached press release as Exhibit 99.1 regarding the transactions described in Item 1.01.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 10.1 | Severance and Release Agreement dated December 15, 2021 |
|---|---|
| 99.1 | Press Release dated December 15, 2021 |
| 104 | Cover<br> 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: December 21, 2021
| MARATHON<br> DIGITAL HOLDINGS, INC. | |
|---|---|
| By: | /s/ Sim Salzman |
| Name: | Sim<br> Salzman |
| Title: | Chief<br> Financial Officer |
Exhibit 10.1
EXHIBIT99.1
Marathon Digital Holdings Announces Executive Chairman’s Retirement and Succession Plan
Merrick Okamoto To Retire at the End of 2021 as CEO Fred Thiel Is Named Chairman of the Board of Directors
December 15, 2021 16:30 ET | Source: Marathon Digital Holdings, Inc.
LAS VEGAS, Dec. 15, 2021 (GLOBE NEWSWIRE) — Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), one of the largest enterprise Bitcoin self-mining companies in North America, announced that Merrick Okamoto, Executive Chairman, plans to retire at the end of 2021. The board of directors has appointed Fred Thiel, Marathon’s current CEO, to succeed Okamoto on January 1, 2022, at which time, Thiel will maintain the responsibilities of both chairman and CEO.
Okamoto joined Marathon as a member of the board of directors in 2017 and, during his tenure with the Company, served as Marathon’s chairman and CEO. In April 2021, Thiel replaced Okamoto as CEO, as part of a strategic succession plan and in preparation of Okamoto’s eventual retirement. The Company is currently evaluating candidates to fill Okamoto’s vacancy on its board of directors.
“On behalf of the board of directors and our entire organization, I would like to thank Merrick for his vision, his leadership, and the impact he has had on Marathon during his tenure with the Company,” said Fred Thiel, Marathon’s CEO. “When Merrick joined Marathon in 2017, the Company was near insolvency and lacked a clear path to recovery. While serving as a board member and later as the Company’s CEO, Merrick was instrumental in restructuring and redefining the business. It is in large part due to his prescience and decision making that Marathon has grown from a $10 million market cap company at the start of 2020 into a $4 billion enterprise today that is commonly regarded as one of the leading bitcoin miners in North America. We are incredibly grateful for the significant contributions he has made to Marathon, and we wish him and his family all the best in his retirement.”
Merrick Okamoto commented, “With Marathon transformed and the foundation solidly laid for the Company to flourish in its new life as a large, efficient, and well-capitalized bitcoin miner, the board of directors and I concluded that it was time to complete the transition that began when Fred became CEO in April of this year. Fred’s strategic thinking and his track record of effectively leading organizations has already proven valuable as he has repositioned Marathon to be asset light, agile, and uniquely capable of scaling with one of the largest renewable energy providers in North America.
“In its current position, Marathon has approximately $1.1 billion in liquid assets, ample opportunities to expand with renewable power, and a proven, forward-thinking leadership team. It has been a great privilege to have played an integral role in Marathon’s evolution, and I look forward to watching the Company continue to thrive under Fred’s and the rest of the team’s guidance in 2022 and beyond.”
InvestorNotice
Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under “Risk Factors” in Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2020. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. Future changes in the network-wide mining difficulty rate or Bitcoin hash rate may also materially affect the future performance of Marathon’s production of Bitcoin. Additionally, all discussions of financial metrics assume mining difficulty rates as of December 2021. The total network’s hash rate data is calculated from a third-party source, which is available here: https://www.blockchain.com/charts/hash-rate. Data from third-party sources has not been independently verified. See “Safe Harbor” below.
Forward-LookingStatements
Statements made in this press release include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by the use of words such as “may,” “will,” “plan,” “should,” “expect,” “anticipate,” “estimate,” “continue,” or comparable terminology. Such forward-looking statements are inherently subject to certain risks, trends and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate and involve factors that may cause actual results to differ materially from those projected or suggested. Readers are cautioned not to place undue reliance on these forward-looking statements and are advised to consider the factors listed above together with the additional factors under the heading “Risk Factors” in the Company’s Annual Reports on Form 10-K, as may be supplemented or amended by the Company’s Quarterly Reports on Form 10-Q. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise.
AboutMarathon Digital Holdings
Marathon is a digital asset technology company that mines cryptocurrencies with a focus on the blockchain ecosystem and the generation of digital assets.
MarathonDigital Holdings Company Contact:
Charlie Schumacher
Telephone: 800-804-1690
Email: charlie@marathondh.com