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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): November 10, 2023

 

MARATHON DIGITAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada   001-36555   01-0949984

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

101 NE 3rd Avenue, Suite 1200, Fort Lauderdale, FL   33301
(Address of principal executive offices)   (Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
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

 

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 of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   MARA   The Nasdaq Capital Market

 

 

 

 
 

 

Item 5.07 Submission of Matters to a Vote of Securityholders

 

On November 10, 2023, the Company held a special meeting of stockholders (the “Meeting”). As of the record date for the Meeting, 211,552,839 shares of common stock were issued and outstanding. A total of 93,023,880 shares of common stock, constituting a quorum, were present and accounted for at the Meeting. At the Meeting, the Company’s stockholders voted on the below proposals, in the numbers set forth:

 

PROPOSAL   YES   NO   ABSTAIN
           
1) APPROVE INCREASE SHS 2018 EIP   67.288%   32.008%   0.705%
    23,583,487   11,218,249   246,958
    Broker Non-Vote:   57,975,186  
             
2) APPROVE NAME CHANGE   88.207%   9.415%   2.378%
    80,881,423   8,632,931   2,180,830
    Broker Non-Vote:   1,328,696  
             
3) APPROVE REINCORPORATION   90.730%   7.352%   1.918%
    32,968,519   2,671,455   697,116
    Broker Non-Vote:   56,686,790  

 

As a result, Proposal 1, which required approval of a majority of the shares voting either in person or by proxy thereon, was approved by the shareholders. With regard to Proposals 2 and 3, the shares voted in favor of each proposal were overwhelmingly voted in favor; however, in both cases an insufficient number of shares were voted to meet the required approval of a majority of the issued and outstanding shares entitled to vote thereon; therefore, the matters were not approved.

 

Item 9.01 Exhibit

 

Exhibit 104 Inline XBRL

 

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.

 

 
 

 

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: November 13, 2023

 

  MARATHON DIGITAL HOLDINGS, INC.
     
  By: /s/ Zabi Nowaid
  Name: Zabi Nowaid
  Title: General Counsel and Corporate Secretary

 

 

 

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Entity Central Index Key 0001507605
Entity Tax Identification Number 01-0949984
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 101 NE 3rd Avenue
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