Nevada
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01-0949984
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(State or other jurisdiction of Incorporation or organization)
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(I.R.S. Employer Identification No.)
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11100 Santa Monica Blvd. Ste. 380, Los Angeles, CA
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90025
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(Address of principal executive offices)
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(Zip Code)
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Common Stock $0.0001 par value per share | The NASDAQ Stock Market LLC |
(Title of class) | (Name of each exchange on which registered) |
Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer (Do not check if a smaller reporting company) | o | Smaller reporting company | þ |
Page
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PART I
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Item 1.
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2
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Item 1A.
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5
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Item 2.
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19
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Item 3.
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19
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Item 4.
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20
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PART II
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||
Item 5.
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21
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Item 6.
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26
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Item 7.
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26
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Item 8.
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F-1
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Item 9.
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38
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Item 9A.
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38
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Item 9B.
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39
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PART III
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||
Item 10.
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40
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Item 11.
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43
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Item 12.
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48
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Item 13.
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50
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Item 14.
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53
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PART IV
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||
Item 15.
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54
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•
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The uncertainty of profitability;
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•
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Risks related to failure to obtain adequate financing on a timely basis and on acceptable terms; and
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•
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Other risks and uncertainties related to our business plan and business strategy.
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Subsidiary
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Number of Patents
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Earliest Expiration Date
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Median Expiration Date
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Latest Expiration Date
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Subject Matter
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Bismarck IP Inc.
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14
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09/15/16
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09/15/15
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01/22/18
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Communication and PBX equipment
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Clouding Corp.
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70
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Expired
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10/05/21
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03/29/29
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Network and data management
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CRFD Research, Inc.
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4
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09/17/21
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08/11/22
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08/19/23
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Web page content translator and device-to-device transfer system
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Cyberfone Systems, LLC
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38
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Expired
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09/15/15
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11/11/17
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Telephony and data transactions
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Dynamic Advances, LLC
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4
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Expired
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10/02/17
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03/06/23
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Natural language interface
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E2E Processing, Inc.
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4
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04/27/20
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11/17/23
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07/18/24
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Manufacturing schedules using adaptive learning
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Hybrid Sequence IP, Inc.
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2
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11/14/15
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09/09/16
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07/17/17
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Asynchronous communications
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IP Liquidity Ventures, LLC
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6
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Expired
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06/06/15
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07/26/20
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Pharmaceuticals / tire pressure systems
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Loopback Technologies, Inc.
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10
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Expired
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09/25/17
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08/27/22
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Automotive
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Medtech Group Acquisition Corp.
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169
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Expired
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06/01/18
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07/29/29
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Medical technology
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Relay IP, Inc.
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1
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Expired
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Expired
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Expired
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Multicasting
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Sampo IP, LLC
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3
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03/13/18
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03/13/18
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11/16/23
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Centrifugal communications
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Sarif Biomedical LLC
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5
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Expired
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Expired
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Expired
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Microsurgery equipment
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Selene Communication Technologies, LLC
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3
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05/05/18
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11/23/20
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11/28/21
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Communications
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Signal IP, Inc.
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7
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03/10/14
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12/01/15
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08/06/22
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Automotive
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TLI Communications, LLC
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1
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06/17/17
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06/17/17
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06/17/17
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Telecommunications
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Vantage Point Technology, Inc.
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37
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Expired
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12/21/16
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03/09/18
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Computer networking and operations
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United States | ||
District of Delaware | 25 | |
Eastern District of Texas | 18 | |
Central District of California | 12 | |
Northern District of California | 8 | |
Eastern District of Michigan | 2 | |
Northern District of New York | 1 | |
Foreign | ||
Germany | 11 |
● |
There is a significant time lag between acquiring a patent portfolio and recognizing revenue from those patent assets. During that time lag, substantial amounts of costs are likely to be incurred that could have a negative effect on our results of operations, cash flows and financial position;
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●
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The monetization of a patent portfolio will be a time consuming and expensive process that may disrupt our operations. If our monetization efforts are not successful, our results of operations could be harmed. In addition, we may not achieve anticipated synergies or other benefits from such acquisition; and
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●
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We may encounter unforeseen difficulties with our business or operations in the future that may deplete our capital resources more rapidly than anticipated. As a result, we may be required to obtain additional working capital in the future through public or private debt or equity financings, borrowings or otherwise. If we are required to raise additional working capital in the future, such financing may be unavailable to us on favorable terms, if at all, or may be dilutive to our existing stockholders. If we fail to obtain additional working capital, as and when needed, such failure could have a material adverse impact on our business, results of operations and financial condition.
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●
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patent applications we may file may not result in issued patents or may take longer than we expect to result in issued patents;
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●
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we may be subject to interference proceedings;
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●
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we may be subject to opposition proceedings in the U.S. or foreign countries;
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●
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any patents that are issued to us may not provide meaningful protection;
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●
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we may not be able to develop additional proprietary technologies that are patentable;
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●
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other companies may challenge patents issued to us;
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●
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other companies may have independently developed and/or patented (or may in the future independently develop and patent) similar or alternative technologies, or duplicate our technologies;
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●
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other companies may design around technologies we have developed; and
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●
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enforcement of our patents would be complex, uncertain and very expensive.
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o
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our inability to enter into a definitive agreement with respect to any potential acquisition, or if we are able to enter into such agreement, our inability to consummate the potential acquisition;
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o
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difficulty integrating the operations, technology and personnel of the acquired entity;
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o
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our inability to achieve the anticipated financial and other benefits of the specific acquisition;
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o
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difficulty in maintaining controls, procedures and policies during the transition and monetization process;
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o
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diversion of our management’s attention from other business concerns; and
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o
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failure of our due diligence process to identify significant issues, including issues with respect to patented technologies and patent portfolios, and other legal and financial contingencies.
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o
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our patent applications, trademarks and copyrights may not be granted and, if granted, may be challenged or invalidated;
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o
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issued trademarks, copyrights, or patents may not provide us with any competitive advantages when compared to potentially infringing other properties;
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o
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our efforts to protect our intellectual property rights may not be effective in preventing misappropriation of our technology; or
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o
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our efforts may not prevent the development and design by others of products or technologies similar to or competitive with, or superior to those we acquire and/or prosecute.
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•
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make it difficult for us to satisfy our debt obligations;
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•
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make us more vulnerable to general adverse economic and industry conditions;
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•
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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions and other general corporate requirements;
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•
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expose us to interest rate fluctuations because the interest rate on the debt under the Credit Facility is variable;
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•
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require us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our cash flow for operations and other purposes;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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•
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place us at a competitive disadvantage compared to competitors that may have proportionately less debt and greater financial resources.
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•
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economic and demand factors affecting our industry;
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•
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pricing pressures;
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•
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increased operating costs;
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•
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competitive conditions; and
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•
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other operating difficulties.
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•
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incur additional debt;
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•
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grant liens on assets;
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•
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dispose assets outside the ordinary course of business; and
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•
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make fundamental business changes.
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●
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a $1.00 minimum closing bid price;
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●
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stockholders’ equity of $2.5 million;
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●
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500,000 shares of publicly-held Common Stock with a market value of at least $1 million;
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●
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300 round-lot stockholders; and
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●
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compliance with NASDAQ’s corporate governance requirements, as well as additional or more stringent criteria that may be applied in the exercise of NASDAQ’s discretionary authority.
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o
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changes in our industry;
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o
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competitive pricing pressures;
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o
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our ability to obtain working capital financing;
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o
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additions or departures of key personnel;
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o
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sales of our Common Stock;
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o
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our ability to execute our business plan;
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o
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operating results that fall below expectations;
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o
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loss of any strategic relationship;
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o
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regulatory developments; and
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o
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economic and other external factors.
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United States | ||
District of Delaware | 25 | |
Eastern District of Texas | 18 | |
Central District of California | 12 | |
Northern District of California | 8 | |
Eastern District of Michigan | 2 | |
Northern District of New York | 1 | |
Foreign | ||
Germany | 11 |
High
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Low
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|||||||
Fiscal 2015
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||||||||
First quarter through March 18, 2015
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$
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8.43
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$
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6.46
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||||
Fiscal 2014
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||||||||
First Quarter
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$
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3.58
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$
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2.88
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||||
Second Quarter
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5.55
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3.18
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||||||
Third Quarter
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7.95
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5.43
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||||||
Fourth Quarter
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9.67
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5.86
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||||||
Fiscal 2013
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||||||||
First Quarter
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6.50
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1.69
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||||||
Second Quarter
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3.05
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2.08
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||||||
Third Quarter
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3.65
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2.21
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||||||
Fourth Quarter
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3.40
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2.30
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Plan category
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Number of securities to be issued upon exercise of outstnading options, warrants and rights
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Weighted-average exercise price of outstanding options, warrants and rights
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Number of securities remaining available for future issuance under equity compenstion plans (excluding secutrities reflected in Column (a)
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|||||||||
Equity compensation plans approved by security holders
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1,538,462 | $ | 3.26 | - | ||||||||
Equity compensation plans not approved by security holders
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1,208,285 | $ | 6.15 | 1,791,715 | ||||||||
Total
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2,746,747 | $ | 4.53 | 1,791,715 |
For the Year Ended December 31, 2014
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For the Year Ended December 31, 2013
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|||||||||||||||||
Licensor
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License Amount
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% of Revenue
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Licensor
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License Amount
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% of Revenue
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|||||||||||||
Clouding Corp.
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$ | 10,500,000 | 49 | % |
Cyberfone Systems, LLC
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$ | 1,175,000 | 34 | % | |||||||||
Selene Communication Technologies, LLC
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$ | 2,900,000 | 14 | % |
Cyberfone Systems, LLC
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$ | 250,000 | 7 | % | |||||||||
CRFD
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$ | 2,800,000 | 13 | % |
Cyberfone Systems, LLC
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$ | 250,000 | 7 | % | |||||||||
Relay
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$ | 1,750,000 | 8 | % |
Cyberfone Systems, LLC
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$ | 250,000 | 7 | % | |||||||||
IP Liquidity
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$ | 937,500 | 4 | % |
Cyberfone Systems, LLC
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$ | 200,000 | 6 | % | |||||||||
Total
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88 | % |
Total
|
62 | % |
Total Operating Expenses
|
||||||||
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Amortization of intangibles and depreciation
|
5,528,280 | 1,038,505 | ||||||
Compensation and related taxes
|
3,904,462 | 2,997,053 | ||||||
Consulting fees
|
2,134,672 | 901,686 | ||||||
Professional fees
|
1,566,375 | 655,202 | ||||||
Other general and administrative
|
545,475 | 544,338 | ||||||
Loss on impairment of goodwill
|
2,144,488 | - | ||||||
Total
|
15,823,752 | 6,136,784 |
Non-Cash Operating Expenses
|
||||||||
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Amortization of intangibles and depreciation
|
5,528,280 | 1,038,505 | ||||||
Compensation and related taxes
|
1,751,034 | 1,493,512 | ||||||
Consulting fees
|
1,536,603 | 613,303 | ||||||
Professional fees
|
5,750 | 12,458 | ||||||
Other general and administrative
|
- | - | ||||||
Loss on impairment of goodwill
|
2,144,488 | - | ||||||
Total
|
10,966,155 | 3,157,778 |
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Revenues - Real Estate
|
$ | - | $ | 1,270,916 | ||||
Cost of Sales - Real Estate
|
- | (1,064,320 | ) | |||||
Gross Profit
|
206,596 | |||||||
Operating and other non-operating expenses
|
- | (111,352 | ) | |||||
Gain on sale of assets of discontinued operations
|
- | 168,216 | ||||||
Income from discontinued operations
|
$ | - | $ | 263,460 |
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Net loss attributable to Common Shareholders
|
$ | (3,153,615 | ) | $ | (3,713,795 | ) | ||
Income from discontinued operations
|
$ | - | $ | 263,460 | ||||
Denominator
|
||||||||
Denomintor for basic and diluted loss per share
|
||||||||
(weighted-average shares)
|
11,660,879 | 9,208,386 | ||||||
Earnings (Loss) per common share, basic and diluted:
|
||||||||
Income (Loss) from continuing operations
|
$ | (0.27 | ) | $ | (0.40 | ) | ||
Income from discontinued operations
|
$ | - | $ | 0.03 |
For The Yead Ended December 31, 2014
|
For The Yead Ended December 31, 2013
|
|||||||
Net loss attributable to Common Shareholders
|
(3,153,615 | ) | (3,450,335 | ) | ||||
Non-GAAP
|
||||||||
Amortization of intangible assets & depreciation
|
5,528,280 | 1,038,505 | ||||||
Equity-based compensation
|
3,293,387 | 2,119,273 | ||||||
Beneficial conversion option
|
1,271,492 | - | ||||||
Impairment of goodwill
|
2,144,488 | - | ||||||
Deferred tax benefit
|
(4,913,232 | ) | - | |||||
Non-GAAP profit (loss)
|
4,170,800 | (292,557 | ) |
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Non-GAAP net income (loss)
|
$ | 4,170,800 | $ | (292,557 | ) | |||
Denominator
|
||||||||
Denomintor for basic and diluted loss per share
|
||||||||
(weighted-average shares)
|
11,660,879 | 9,208,386 | ||||||
Non-GAAP earnings (Loss) per common share, basic and diluted:
|
||||||||
Non-GAAP income (Loss) from continuing operations
|
$ | 0.36 | $ | (0.03 | ) |
F-2
|
|
F-4
|
|
F-5
|
|
F-6
|
|
F-7
|
|
F-8
|
|
F-9 to F-39
|
December 31,
2014
|
December 31,
2013
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash
|
$ | 5,082,569 | $ | 3,610,262 | ||||
Accounts receivable - net
|
216,997 | 270,000 | ||||||
Marketable securities - available for sale securities
|
- | 6,250 | ||||||
Bonds posted with courts
|
1,946,196 | - | ||||||
Prepaid expenses and other current assets
|
438,391 | 752,931 | ||||||
Total current assets
|
7,684,153 | 4,639,443 | ||||||
Other assets:
|
||||||||
Property and equipment, net
|
53,828 | 13,640 | ||||||
Intangible assets, net
|
43,363,832 | 6,157,659 | ||||||
Deferred tax assets
|
4,952,309 | - | ||||||
Goodwill
|
3,432,308 | 2,144,488 | ||||||
Total other assets
|
51,802,277 | 8,315,787 | ||||||
Total Assets
|
$ | 59,486,430 | $ | 12,955,230 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable and accrued expenses
|
$ | 3,293,746 | $ | 754,945 | ||||
Clouding IP earn out - current portion
|
2,092,000 | - | ||||||
Notes payable
|
17,085,000 | - | ||||||
Total current liabilities
|
22,470,746 | 754,945 | ||||||
Long-term liabilities
|
||||||||
Convertible Notes, net of discount of $146,935
|
5,403,065 | - | ||||||
Clouding IP earn out
|
7,360,000 | - | ||||||
Total long-term liabilities
|
12,763,065 | - | ||||||
Liabilities of discontinued operations
|
- | 30,664 | ||||||
Total liabilities
|
35,233,811 | 785,609 | ||||||
Stockholders' Equity:
|
||||||||
Preferred stock Series B, $.0001 par value, 50,000,000 shares authorized: 932,000 and 0 issued and outstanding at December 31, 2014 and December 31, 2013
|
93 | - | ||||||
Common stock, ($.0001 par value; 200,000,000 shares authorized; 13,791,460 adjusted for the stock dividend and 10,979,186 issued and outstanding at December 31, 2014 and December 31, 2013
|
1,379 | 1,098 | ||||||
Additional paid-in capital
|
36,977,169 | 22,673,287 | ||||||
Accumulated other comprehensive income <loss>
|
(388,357 | ) | (6,250 | ) | ||||
Accumulated deficit
|
(12,337,665 | ) | (10,488,018 | ) | ||||
Total Marathon Patent Group, Inc. equity
|
24,252,619 | 12,180,117 | ||||||
Non-controlling interest in subsidiary
|
- | (10,496 | ) | |||||
Total stockholders' equity
|
24,252,619 | 12,169,621 | ||||||
Total liabilities and stockholders' equity
|
$ | 59,486,430 | $ | 12,955,230 | ||||
FOR THE
YEAR
|
FOR THE
YEAR
|
|||||||
ENDED
|
ENDED
|
|||||||
December 31, 2014
|
December 31, 2013
|
|||||||
Revenues
|
$ | 21,404,469 | $ | 3,418,371 | ||||
Expenses
|
||||||||
Cost of revenues
|
11,787,445 | 957,040 | ||||||
Amortization of patents and website
|
5,528,280 | 1,038,505 | ||||||
Compensation and related taxes
|
3,904,462 | 2,997,053 | ||||||
Consulting fees
|
2,134,672 | 901,686 | ||||||
Professional fees
|
1,566,375 | 655,202 | ||||||
General and administrative
|
545,475 | 544,338 | ||||||
Loss on impairment of goodwill
|
2,144,488 | - | ||||||
Total operating expenses
|
27,611,197 | 7,093,824 | ||||||
Operating loss from continuing operations
|
(6,206,727 | ) | (3,675,453 | ) | ||||
Other income (expenses)
|
||||||||
Other expense
|
(52,228 | ) | - | |||||
Realized loss - available for sale
|
6,250 | (38,819 | ) | |||||
Interest income
|
634 | 1,552 | ||||||
Interest expense
|
(543,283 | ) | (1,075 | ) | ||||
Total other income (expenses)
|
(588,627 | ) | (38,342 | ) | ||||
Loss from continuing operations before benefit from income taxes
|
(6,795,354 | ) | (3,713,795 | ) | ||||
Income tax benefit
|
4,913,232 | - | ||||||
Loss from continuing operations
|
(1,882,123 | ) | (3,713,795 | ) | ||||
Income (loss) from discontinued operations, net of tax
|
- | 263,460 | ||||||
Net Loss
|
(1,882,123 | ) | (3,450,335 | ) | ||||
Deemed dividends related to beneficial conversion feature of Series A preferred stock
|
(1,271,492 | ) | - | |||||
Net loss attributable to common shareholders
|
(3,153,615 | ) | (3,450,335 | ) | ||||
Loss per common share, basic and diluted:
|
||||||||
Loss from continuing operations
|
$ | (0.16 | ) | $ | (0.40 | ) | ||
Income from discontinued operations
|
- | 0.03 | ||||||
$ | (0.16 | ) | $ | (0.37 | ) | |||
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - Basic and Diluted
|
11,660,879 | 9,208,386 | ||||||
The accompanying notes are an integral part to these audited consolidated financial statements.
|
For the
year ended
|
For the
year ended
|
|||||||
December 31,
2014
|
December 31,
2013
|
|||||||
Net loss attributable to Marathon Patent Group, Inc.
|
$ | (3,153,615 | ) | $ | (3,450,335 | ) | ||
Other comprehensive loss:
|
||||||||
Unrealized loss on foreign currency translation
|
(388,357 | ) | - | |||||
Realized loss (Unrealized loss) on investment securities, available for sale
|
6,250 | (6,250 | ) | |||||
Comprehensive loss attributable to Marathon Patent Group, Inc.
|
$ | (3,535,722 | ) | $ | (3,456,585 | ) | ||
The accompanying notes are an integral part to these audited consolidated financial statements.
|
|
Preferred Stock/Units
|
Common Stock
|
Add'l Paid in
Capital
|
Accumulated
Deficit
|
Accumulated
Other Comprehensive Income (Loss)
|
Total Stockholders'
Equity (Deficit)
|
||||||||||||||||||||||||||
Shares
|
Par Value
|
Shares
|
Par Value
|
|||||||||||||||||||||||||||||
BALANCE – Dec 31, 2012
|
- | $ | - | 7,007,130 | $ | 704 | $ | 10,976,325 | $ | (7,037,134 | ) | $ | - | $ | 3,939,543 | |||||||||||||||||
Stock issued compensation expense
|
- | - | 431,672 | 42 | 1,110,834 | (21 | ) | - | 1,110,855 | |||||||||||||||||||||||
Restricted stock compensation expense
|
- | - | - | - | 570,000 | - | - | 570,000 | ||||||||||||||||||||||||
Stock option compensation expense
|
- | - | - | - | 1,122,412 | - | - | 1,122,412 | ||||||||||||||||||||||||
Services paid in warrants
|
- | - | - | - | 117,796 | - | - | 117,796 | ||||||||||||||||||||||||
Common stock issued for cash
|
- | - | 2,317,308 | 230 | 5,777,481 | (115 | ) | - | 5,777,596 | |||||||||||||||||||||||
Common stock issued in acquisition
|
- | - | 1,223,076 | 122 | 2,998,439 | (61 | ) | - | 2,998,500 | |||||||||||||||||||||||
Marketable Securities available for sale
|
- | - | - | - | - | - | (6,250 | ) | (6,250 | ) | ||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (3,450,335 | ) | - | (3,450,335 | ) | ||||||||||||||||||||||
BALANCE – December 31, 2013
|
- | $ | - | 10,979,186 | $ | 1,098 | $ | 22,673,287 | $ | (10,488,018 | ) | $ | (6,250 | ) | $ | 12,180,117 | ||||||||||||||||
Write-off of marketable securities / discontinued assets
|
- | - | - | - | - | 32,662 | 6,250 | 38,912 | ||||||||||||||||||||||||
Stock compensation expense
|
- | - | - | - | 2,203,222 | - | - | 2,203,222 | ||||||||||||||||||||||||
Common stock issued in acquisition
|
- | - | 185,000 | 19 | 2,078,781 | - | - | 2,078,800 | ||||||||||||||||||||||||
Exercise of stock option and warrants
|
- | - | 107,814 | 11 | 249,213 | - | - | 249,224 | ||||||||||||||||||||||||
Consulting services paid in warrants
|
- | - | - | - | 41,576 | - | - | 41,576 | ||||||||||||||||||||||||
Warrant issued in conjunction with convertible debt
|
- | - | - | - | 164,020 | - | - | 164,020 | ||||||||||||||||||||||||
Currency translation loss
|
- | - | - | - | - | - | (388,357 | ) | (388,357 | ) | ||||||||||||||||||||||
Adjustment resulting from stock dividend and other
|
466,000 | 47 | 1,495,881 | 149 | (6 | ) | (186 | ) | - | 4 | ||||||||||||||||||||||
Series A preferred stock
|
1,000,502 | 100 | - | - | 6,238,164 | - | - | 6,238,264 | ||||||||||||||||||||||||
Series A preferred stock compensation
|
23,077 | 2 | - | - | 149,998 | - | - | 150,000 | ||||||||||||||||||||||||
Common stock issued upon conversion of series A preferred stock | 1,023,579 | (102 | ) | 1,023,579 | 102 | - | - | - | - | |||||||||||||||||||||||
Series B preferred stock
|
466,000 | 46 | - | - | 3,178,914 | - | - | 3,178,960 | ||||||||||||||||||||||||
Beneficial conversion feature
|
- | - | - | - | 1,271,492 | - | - | 1,271,492 | ||||||||||||||||||||||||
- | - | - | - | (1,271,492 | ) | - | - | (1,271,492 | ) | |||||||||||||||||||||||
Net Loss
|
- | - | - | - | - | (1,882,123 | ) | - | (1,882,123 | ) | ||||||||||||||||||||||
BALANCE – December 31, 2014
|
932,000 | $ | 93 | 13,791,460 | $ | 1,379 | $ | 36,977,169 | $ | (12,337,665 | ) | $ | (388,357 | ) | $ | 24,252,619 | ||||||||||||||||
FOR THE
YEAR
ENDED
|
FOR THE YEAR
ENDED
|
|||||||
December 31, 2014
|
December 31, 2013
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$ | (3,153,615 | ) | $ | (3,450,335 | ) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
||||||||
Depreciation
|
6,233 | 3,360 | ||||||
Amortization of intangible assets
|
5,522,047 | 1,038,505 | ||||||
Non-cash equity compensation
|
3,293,388 | 2,178,894 | ||||||
Impairment of Goodwill
|
2,144,488 | - | ||||||
Deemed Series A dividend beneficial conversion
|
1,271,492 | - | ||||||
Deferred tax asset
|
(1,774,807 | ) | - | |||||
Income tax benefit
|
(3,177,502 | ) | - | |||||
Non-cash revenue
|
- | (1,700,000 | ) | |||||
Non-cash other income
|
(3,930 | ) | 6,250 | |||||
Realized loss - available for sale
|
- | 38,819 | ||||||
Gain on sale of assets of discontinued operations
|
- | (168,216 | ) | |||||
Other non-cash adjustments
|
73,866 | (6,250 | ) | |||||
Changes in operating assets and liabilities
|
||||||||
Accounts receivable
|
110,053 | (270,000 | ) | |||||
Assets of discontinued operations - current portion
|
- | 82,145 | ||||||
Prepaid expenses and other current assets
|
(400,471 | ) | 29,571 | |||||
Bonds posted with courts
|
(1,946,196 | ) | - | |||||
Accounts payable and accrued expenses
|
2,488,528 | 697,787 | ||||||
Net cash provided by (used in) operating activities
|
4,453,574 | (1,519,470 | ) | |||||
Cash flows from investing activities:
|
||||||||
Acquisition of patents
|
(7,816,832 | ) | (3,150,000 | ) | ||||
Acquisition of CyberFone
|
- | (1,000,000 | ) | |||||
Purchase of property, equipment, and other intangible assets
|
(52,963 | ) | (17,000 | ) | ||||
Proceeds received from sale of marketable securities
|
- | 129,397 | ||||||
Sale of real estate property (discontinued operations)
|
- | 1,052,320 | ||||||
Capitalized cost related to improvements of real estate property (discontinued operations)
|
- | (16,750 | ) | |||||
Net cash provided by (used in) investing activities
|
(7,869,795 | ) | (3,002,033 | ) | ||||
Cash flows from financing activities:
|
||||||||
Payable in connection with the acquisition of TLI
|
50,000 | - | ||||||
Payment on note payable in connection with the acquisition of IP Liquidity
|
(1,215,625 | ) | - | |||||
Proceeds from a note payable in connection with the acquisition of Cyberfone Systems, LLC
|
- | 500,000 | ||||||
Payment on note payable in connection with the acquisition of Cyberfone Systems, LLC
|
- | (500,000 | ) | |||||
Payment on note payable in connection with the acquisition of Dynamic Advances
|
(225,625 | ) | - | |||||
Payment on note payable in connection with the acquisition of Sarif
|
(23,750 | ) | - | |||||
Payment on note payable in connection with the acquisition of Medtech
|
(2,000,000 | ) | - | |||||
Payment on note payable in connection with the acquisition of Clouding
|
(1,000,000 | ) | - | |||||
Payment on earn-out connected to the acquisition of Clouding
|
(2,883,960 | ) | - | |||||
Cash received upon issuance of convertible debt securities
|
5,550,000 | - | ||||||
Proceeds from sale of preferred and common stock, net of issuance costs
|
6,388,266 | 5,777,596 | ||||||
Cash received upon exercise of warrant
|
249,222 | - | ||||||
Net cash provided by financing activities
|
4,888,528 | 5,777,596 | ||||||
Net increase in cash
|
1,472,307 | 1,256,093 | ||||||
Cash at beginning of period
|
3,610,262 | 2,354,169 | ||||||
Cash at end of period
|
$ | 5,082,569 | $ | 3,610,262 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash paid for:
|
||||||||
Interest expense and loan fees
|
$ | 543,283 | $ | 1,075 | ||||
Taxes paid
|
$ | 39,078 | $ | - | ||||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
|
||||||||
Common stock issued in connection with the acquisition of Cyberfone Systems, LLC
|
$ | - | $ | 2,280,000 | ||||
Common stock issued for the acquisition of patents
|
$ | - | $ | 718,500 | ||||
Common stock issued in connection with the acquisition of Clouding Corp
|
$ | 281,000 | $ | - | ||||
Earn-out liability in connection with the acquisition of Clouding Corp
|
$ | 9,452,000 | $ | - | ||||
Common stock granted in connection with the acquisition of TLI Communications, LLC
|
$ | 817,800 | $ | - | ||||
Series B Preferred stock issued in connection with the acquisition of Dynamic Advances LLC
|
$ | 1,403,690 | $ | - | ||||
Series B Convertible Preferred Stock issued in connection with the acquisition of Dynamic Advances LLC and IP Liquidity Ventures, LLC
|
$ | 2,087,380 | $ | - | ||||
Common stock issued in connection with the acquisition of Selene Communication Technologies
|
$ | 980,000 | $ | - | ||||
Value of warrants pertaining to equity issuance
|
$ | 11,595 | $ | - | ||||
Value of warrants pertaining to convertible debt issuance
|
$ | 146,935 | $ | - | ||||
Notes payable issued in connection with the acquisition of IP Liquidity Ventures, LLC, Dynamic Advances, LLC,
Selene Communication Technologies, LLC, Clouding Corp, and Medtech Companies
|
$ | 14,000,000 | $ | - | ||||
Issuance of common stock issued for prepaid services
|
$ | (298,301 | ) | $ | 441,247 | |||
Series B Preferred Stock issued for services
|
$ | 1,103,581 | $ | - | ||||
Acquisition of patents in connection with a non-cash settlement
|
$ | - | $ | 1,700,000 | ||||
The accompanying notes are an integral part to these audited consolidated financial statements.
|
Level 1:
|
Observable inputs such as quoted market prices in active markets for identical assets or liabilities
|
|
Level 2:
|
Observable market-based inputs or unobservable inputs that are corroborated by market data
|
|
Level 3:
|
Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.
|
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Net loss attributable to Common Shareholders
|
$ | (3,153,615 | ) | $ | (3,713,795 | ) | ||
Income from discontinued operations
|
$ | - | $ | 263,460 | ||||
Denominator
|
||||||||
Denomintor for basic and diluted loss per share
|
||||||||
(weighted-average shares)
|
11,660,879 | 9,208,386 | ||||||
Earnings (Loss) per common share, basic and diluted:
|
||||||||
Income (Loss) from continuing operations
|
$ | (0.27 | ) | $ | (0.40 | ) | ||
Income from discontinued operations
|
$ | - | $ | 0.03 |
1.
|
Significant underperformance relative to expected historical or projected future operating results;
|
|
2.
|
Significant changes in the manner of use of the acquired assets or the strategy for the overall business;
|
|
3.
|
Significant negative industry or economic trends; and
|
|
4.
|
Significant reduction or exhaustion of the potential licenses of the patents which gave rise to the goodwill.
|
Foreign Currency Transactions
|
Intangible assets
|
$
|
1,135,512
|
||
Goodwill
|
2,144,488
|
|||
Net purchase price
|
$
|
3,280,000
|
Intangible assets
|
$
|
910,000
|
||
Net working capital
|
37,000
|
|||
Goodwill
|
83,000
|
|||
Net purchase price
|
$
|
1,030,000
|
Intangible assets
|
$
|
14,500,000
|
||
Goodwill
|
1,296,000
|
|||
Net purchase price
|
$
|
15,796,000
|
Cash
|
$ | 1,400,000 | ||
Promissory Note
|
1,000,000 | |||
Common Stock
|
281,000 | |||
Earn-Out Liability
|
13,115,000 | |||
Net purchase price
|
$ | 15,796,000 |
December 31,
|
||||||||
2014
|
2013
|
|||||||
Pro forma revenues
|
$ | 21,501,969 | $ | 15,418,371 | ||||
Pro forma income (loss) from operations
|
(2,477,063 | ) | (4,382,417 | ) | ||||
Pro forma net income (loss)
|
(2,532,174 | ) | (4,153,112 | ) | ||||
Pro forma net income (loss) per share
|
(0.22 | ) | (0.45 | ) | ||||
Pro forma net income (loss) attributable to common shareholders
|
(3,803,666 | ) | (4,153,112 | ) | ||||
Pro forma net income (loss) attributable to common shareholders
|
(0.33 | ) | (0.45 | ) | ||||
Weighted average number of shares outstanding – basic and diluted
|
11,660,879 | 9,208,836 |
Intangible assets
|
$
|
940,000
|
||
Goodwill
|
228,000
|
|||
Net purchase price
|
$
|
1,168,000
|
Intangible assets
|
$
|
12,800,000
|
||
Goodwill
|
2,700,000
|
|||
Net purchase price
|
$
|
15,500,000
|
December 31,
|
||||||||
2014
|
2013
|
|||||||
Pro forma revenues
|
$ | 21,697,937 | $ | 3,755,726 | ||||
Pro forma income (loss) from operations
|
(4,037,857 | ) | (5,965,065 | ) | ||||
Pro forma net income (loss)
|
(4,780,198 | ) | (6,387,532 | ) | ||||
Pro forma net income (loss) per share
|
(0.41 | ) | (0.69 | ) | ||||
Pro forma net income (loss) attributable to common shareholders
|
(6,051,690 | ) | (6,387,532 | ) | ||||
Pro forma net income (loss) attributable to common shareholders
|
(0.52 | ) | (0.69 | ) | ||||
Weighted average number of shares outstanding – basic and diluted
|
11,660,879 | 9,208,836 |
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Assets:
|
||||||||
Deposits in real estate under contract
|
$ | - | $ | - | ||||
Real estate held for sale
|
$ | - | $ | - | ||||
Assets of discontinued operations
|
$ | - | $ | - | ||||
Liabilities
|
||||||||
Accounts payable and accrued expenses
|
$ | - | $ | 30,664 | ||||
Liabilities of discontnued operations
|
$ | - | $ | 30,664 |
For the Year Ended December 31, 2014
|
For the Year Ended December 31, 2013
|
|||||||
Revenues - Real Estate
|
$ | - | $ | 1,270,916 | ||||
Cost of Sales - Real Estate
|
- | (1,064,320 | ) | |||||
Gross Profit
|
206,596 | |||||||
Operating and other non-operating expenses
|
- | (111,352 | ) | |||||
Gain on sale of assets of discontinued operations
|
- | 168,216 | ||||||
Income from discontinued operations
|
$ | - | $ | 263,460 |
December 31, 2014
|
December 31, 2013
|
Weighted average
amortization period
(years)
|
|||||||
Patents
|
$
|
49,914,360
|
$
|
7,204,937
|
8.19
|
||||
Less: accumulated amortization
|
(6,550,528
|
)
|
(1,047,278
|
)
|
|||||
$
|
43,363,832
|
$
|
6,157,659
|
2015
|
$
|
10,222,592
|
||
2016
|
9,167,722
|
|||
2017
|
6,679,231
|
|||
2018
|
4,963,817
|
|||
2019
|
3,993,837
|
|||
2020 and thereafter
|
8,336,633
|
|||
Total
|
$
|
43,363,832
|
-
|
In April 2013, the Company through its subsidiary, Relay IP, Inc. acquired a US patent for $350,000;
|
-
|
In April 2013, the Company acquired 10 US patents, 27 foreign patents and 1 patent pending from CyberFone Systems valued at $1,135,512;
|
-
|
In June 2013, in connection with the closing of a licensing agreement with Siemens Technology, we acquired a patent portfolio from that company valued at $1,000,000;
|
-
|
In September 2013, the Company acquired 14 US patents for a total purchase price of $1,100,000;
|
-
|
In November 2013, the Company acquired four patents for 150,000 shares of the Company’s Common Stock, which the Company valued at $718,500 based on the fair market value of the stock issued;
|
-
|
In December 2013, the Company acquired certain patents from Delphi Technologies, Inc. for $1,700,000 pursuant to a Patent Purchase Agreement entered into on October 31, 2013 and Amended on December 16, 2013;
|
-
|
In December 2013, in connection with a licensing agreement with Zhone, the Company acquired a portfolio of patents from Zhone;
|
-
|
In December 2013,
in connection with a settlement and license agreement, we agreed to settle and release another defendant for past and future use of our patents, whereby the defendant agreed to assign and transfer 2 U.S. patents and rights to the Company;
|
-
|
In May 2014, we acquired ownership rights of Dynamic Advances, LLC, a Texas limited liability company, IP Liquidity Ventures, LLC, a Delaware limited liability company, and Sarif Biomedical, LLC, a Delaware limited liability company, all of which hold patent portfolios or contract rights to the revenue generated from the patent portfolios;
|
-
|
In June 2014, we acquired Selene Communication Technologies, LLC, which holds multiple patents in the search and network intrusion field;
|
-
|
In August 2014, we acquired patents from Clouding IP LLC, with such patents related to network and data management technology;
|
-
|
In September 2014, we acquired TLI Communications, which owns a single patent in the telecommunication field;
|
-
|
In October 2014, we acquired three patent portfolios from MedTech Development, LLC, which owns medical technology patents.
|
Number of Warrants
|
Weighted Average Exercise Price
|
Weighted Average Remaining Life
|
||||||||||
Balance at December 31, 2013
|
1,416,520 | $ | 3.33 | 2.74 | ||||||||
Granted
|
770,788 | $ | 5.26 | - | ||||||||
Cancelled
|
46,154 | - | - | |||||||||
Forfeited
|
- | - | - | |||||||||
Exercised
|
214,846 | $ | 3.27 | - | ||||||||
Balance at December 31, 2014
|
1,926,308 | 4.10 | 1.55 | |||||||||
Warrants exercisable at December 31, 2014
|
1,926,308 | |||||||||||
Weighted average fair value of warrants granted during the period
|
$ | 1.28 |
Number of Options
|
Weighted Average Exercise Price
|
Weighted Average Remaining Life
|
||||||||||
Balance at December 31, 2013
|
2,676,152 | $ | 2.92 | 5.21 | ||||||||
Granted
|
1,910,000 | $ | 5.63 | - | ||||||||
Cancelled
|
1,299,999 | $ | 2.96 | - | ||||||||
Forfeited
|
241,741 | $ | 2.86 | - | ||||||||
Exercised
|
26,722 | $ | 2.84 | - | ||||||||
Balance at December 31, 2014
|
3,017,690 | $ | 4.64 | 7.77 | ||||||||
Options Exercisable at December 31, 2014
|
991,341 | |||||||||||
Options expected to vest
|
2,026,349 | |||||||||||
Weighted average fair value of options granted during the period
|
$ | 2.87 |
2015
|
$ | 55,516 | ||
2016
|
68,244 | |||
2017
|
71,288 | |||
2018
|
74,540 | |||
2019
|
77,872 | |||
Thereafter
|
108,840 | |||
Total
|
$ | 456,300 |
2014
|
2013
|
|||||||
Current:
|
||||||||
Federal
|
$ | - | $ | - | ||||
State
|
- | - | ||||||
Foreign
|
- | - | ||||||
$ | - | $ | - | |||||
Deferred:
|
||||||||
Federal
|
$ | (3,942,754 | ) | $ | - | |||
State
|
(824,804 | ) | - | |||||
Foreign
|
(184,751 | ) | - | |||||
(4,952,309 | ) | - | ||||||
|
$ | (4,952,309 | ) | $ | - |
December 31,
2014
|
December 31,
2013
|
|||||||
Tax benefit computed at "expected" statutory rate
|
$
|
(2,742,728
|
)
|
$
|
(1,173,114
|
)
|
||
State income taxes, net of benefit
|
(48,135
|
) |
(79,110
|
)
|
||||
Permanent differences
|
||||||||
Deemed Dividend
|
432,307
|
-
|
||||||
Stock based compensation and consulting
|
581,216
|
381,620
|
||||||
Other permanent differences
|
2,535
|
(50,892
|
)
|
|||||
Timing differences
|
||||||||
Amortization of patents and other
|
-
|
304,435
|
||||||
Change in valuation allowance
|
(3,177,504
|
) |
617,061
|
|||||
Net income tax benefit
|
$
|
4,952,309
|
$
|
-
|
December 31, 2014
|
December 31, 2013
|
|||||||
Computed "expected" tax expense (benefit)
|
(34.00
|
)%
|
(34.00
|
)%
|
||||
State income taxes
|
(0.60
|
)%
|
(5.0
|
)%
|
||||
Permanent differences
|
12.60
|
%
|
14.0
|
%
|
||||
Timing differences
|
- |
%
|
13.0
|
% | ||||
Change in valuation allowance
|
(39.39
|
)%
|
12.0
|
%
|
||||
Effective tax rate
|
(61.39
|
)%
|
0.0
|
%
|
Deferred tax assets:
|
December 31, 2014
|
December 31, 2013
|
||||||
Total deferred tax assets
|
$
|
4,952,309
|
$
|
1,095,797
|
||||
Less: valuation allowance
|
-
|
|
(1.095,797
|
)
|
||||
Net deferred tax asset
|
$
|
4,952,309
|
$
|
-
|
Name and Address
|
Age
|
Date First Elected or Appointed
|
Position(s)
|
|||
Doug Croxall
|
46
|
November 14, 2012
|
Chief Executive Officer and Chairman
|
|||
Francis Knuettel II
|
48
|
May 15, 2014
|
Chief Financial Officer
|
|||
James Crawford
|
40
|
March 1, 2013
|
Chief Operating Officer
|
|||
Richard S. Chernicoff
|
49
|
March 6, 2015
|
Director
|
|||
Edward Kovalik
|
40
|
April 15, 2014
|
Director
|
|||
William Rosellini
|
35
|
March 8, 2013
|
Director
|
|||
Dirk Tyler
|
57
|
March 18, 2015
|
Director
|
●
|
Erich Spangenberg is late in filing a Form 4 to report 1 transaction,
|
●
|
James Crawford is late in filing a Form 3 and a Form 4 to report 1 transaction.
|
Name and Principal Position
|
Year
|
Salary
|
Bonus Awards
|
Stock Awards
|
Option Awards
|
Non-Equity Plan Compensation
|
Nonqualified Deferred Earnings
|
All Other Compensation
|
Total
|
|||||||||
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||
Doug Croxall
|
2014
|
|
480,000
|
180,000
|
-
|
958,298
|
-
|
-
|
-
|
1,618,298
|
||||||||
CEO and Chairman
|
2013
|
363,333
|
350,000
|
-
|
902,692
|
-
|
-
|
-
|
1,616,025
|
|||||||||
Francis Knuettel II
|
2014
|
154,376
|
93,750
|
-
|
1,051,847
|
-
|
-
|
-
|
1,299,973
|
|||||||||
CFO
(1)
|
2013
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
James Crawford
|
2014
|
185,002
|
61,975
|
-
|
331,313
|
-
|
-
|
-
|
578,290
|
|||||||||
COO
|
2013
|
221,408
|
-
|
-
|
366,677
|
-
|
-
|
-
|
588,085
|
|||||||||
John Stetson
(2)
|
2014
|
100,000
|
37,500
|
-
|
463,177
|
-
|
-
|
-
|
600,677
|
|||||||||
EVP, Secretary and Former CFO
|
2013
|
79,583
|
-
|
405,000
|
284,750
|
-
|
-
|
-
|
769,333
|
|||||||||
Umesh Jani (3)
|
2014
|
37,500
|
-
|
-
|
453,445
|
-
|
-
|
-
|
490,945
|
|||||||||
CTO, SVP Licensing
|
2013
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
Enrique Sanchez (4)
|
2014
|
35,833
|
28,500
|
-
|
572,649
|
-
|
-
|
-
|
636,982
|
|||||||||
SVP, Licensing
|
2013
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
Nathaniel Bradley (5)
|
2014
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|||||||||
Former CTO
|
2013
|
148,125
|
-
|
-
|
517,200
|
-
|
-
|
-
|
665,325
|
|||||||||
Richard Raisig (6)
|
2014
|
89,747
|
-
|
-
|
-
|
-
|
-
|
-
|
89,747
|
|||||||||
Former CFO
|
2013
|
19,791
|
-
|
-
|
511,036
|
-
|
-
|
-
|
530,827
|
|||||||||
Daniel Gelbtuch (7)
|
2014
|
63,599
|
-
|
-
|
976,599
|
|
-
|
-
|
-
|
1,040,198
|
||||||||
Former CMO
|
2013
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
(1) Francis Knuettel II was appointed as Chief Financial Officer on May 15, 2014.
|
|
(2) John Stetson was appointed as President, Chief Operating Officer and a director on June 26, 2012. On November 14, 2012, John Stetson resigned as the Company’s President and Chief Operating Officer and was re-appointed as the Chief Financial Officer and Secretary on January 28, 2013. Mr. Stetson ceased to serve as Chief Financial Officer, effective December 3, 2013 when we appointed Mr. Richard Raisig as our Chief Financial Officer, effective December 3, 2013. Mr. Stetson served as interim Chief Financial Officer from April 25, 2014 through May 15, 2014 and remained an Executive Vice President and Secretary through his resignation on February 6, 2014.
|
|
(3) Umesh Jani was appointed as the Chief Technology Officer and SVP of Licensing of the Company on October 31, 2014.
|
|
(4) Enrique Sanchez was appointed as the Senior Vice President of Licensing of the Company on October 31, 2014.
|
|
(5) Nathaniel Bradley served as the Company’s Chief Technology Officer and President of IP Services from March 1, 2013 to June 19, 2013.
|
|
(6) Richard Raisig was appointed as Chief Financial Officer on December 3, 2013 and resigned on April 25, 2014.
|
|
(7) Daniel Gelbtuch was appointed as the Chief Marketing Officer on September 9, 2014 and he ceased to serve effective January 20, 2015.
|
Fees Earned or paid in cash
|
Stock awards
|
Option awards
|
Non-equity incentive plan compensation
|
Non-qualified deferred compensation earnings
|
All other compensation
|
Total
|
|||||||||||||||||||||||||||||
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||||||||||
Stuart Smith (1)
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
2014
|
- | 45,995 | 50,026 | - | - | - | 96,021 | ||||||||||||||||||||||||||||
2013
|
- | 101,250 | - | - | - | - | 101,250 | ||||||||||||||||||||||||||||
Edward Kovalik
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
2014
|
- | 45,995 | 73,076 | - | - | - | 119,071 | ||||||||||||||||||||||||||||
2013
|
- | - | - | - | - | - | - | ||||||||||||||||||||||||||||
William Rosellini
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
2014
|
14,875 | - | 50,026 | - | - | - | 64,901 | ||||||||||||||||||||||||||||
2013
|
- | - | - | - | - | 62,683 | 62,683 | ||||||||||||||||||||||||||||
Craig Nard (2)
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||
2014
|
- | - | - | - | - | - | - | ||||||||||||||||||||||||||||
2013
|
- | - | - | - | - | 62,863 | 62,863 |
Option Awards
|
Stock awards
|
||||||||||||||||||||||||||||||||
Number of securities underlyng unexercised options
|
Number of securities underlying unexercised options
|
Equity incentive plan awards: Number of securities underlying unexercised unearned options
|
Option exercise price
|
Option expiration date
|
Number of shares of units of stock that have not vested
|
Market value of shares of units of stock that have not vested
|
Equity incentive plan awards" Number of unearned shares, units or other rights that have not vested
|
Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested
|
|||||||||||||||||||||||||
(#) exercisable
|
(#) unexercisable
|
(#) unexercisable
|
($)
|
|
(#) |
($)
|
(#) |
($)
|
|||||||||||||||||||||||||
Doug Croxall
|
307,692 | - | - | $ | 3.25 |
11/14/22
|
- | - | - | - | |||||||||||||||||||||||
Doug Croxall
|
230,769 | 76,923 | - | $ | 2.64 |
06/11/18
|
- | - | - | - | |||||||||||||||||||||||
Doug Croxall
|
108,333 | 91,667 | - | $ | 2.97 |
11/18/23
|
- | - | - | - | |||||||||||||||||||||||
Doug Croxall
|
25,000 | 275,000 | - | $ | 6.40 |
10/31/24
|
- | - | - | - | |||||||||||||||||||||||
John Stetson
|
25,385 | 51,538 | - | $ | 3.25 |
01/28/23
|
- | - | - | - | |||||||||||||||||||||||
John Stetson
|
12,084 | 132,916 | - | $ | 6.40 |
10/31/24
|
- | - | - | - | |||||||||||||||||||||||
James Crawford
|
57,692 | 19,231 | - | $ | 2.47 |
06/19/18
|
- | - | - | - | |||||||||||||||||||||||
James Crawford
|
- | 30,000 | - | $ | 4.17 |
05/14/24
|
- | - | - | - | |||||||||||||||||||||||
James Crawford
|
6,666 | 73,334 | - | $ | 6.40 |
10/31/24
|
- | - | - | - | |||||||||||||||||||||||
Francis Knuettel II
|
56,389 | 233,611 | - | $ | 4.17 |
05/05/24
|
- | - | - | - | |||||||||||||||||||||||
Francis Knuettel II
|
8,333 | 91,667 | - | $ | 6.40 |
10/31/24
|
- | - | - | - | |||||||||||||||||||||||
Umesh Jani
|
8,333 | 91,667 | - | $ | 6.40 |
10/31/24
|
- | - | - | - | |||||||||||||||||||||||
Umesh Jani
|
- | 40,000 | - | $ | 4.17 |
05/14/19
|
- | - | - | - | |||||||||||||||||||||||
Umesh Jani
|
10,000 | 30,000 | - | $ | 5.05 |
06/15/19
|
- | - | - | - | |||||||||||||||||||||||
Enrique Sanchez
|
- | 40,000 | - | $ | 4.17 |
05/14/19
|
- | - | - | - | |||||||||||||||||||||||
Enrique Sanchez
|
13,333 | 146,667 | - | $ | 6.40 |
10/31/24
|
- | - | - | - | |||||||||||||||||||||||
Daniel Gelbtuch
|
32,222 | 257,778 | - | $ | 5.62 |
08/29/24
|
Fiscal Year Ended
|
||||||||
December 31, 2014
|
December 31, 2013
|
|||||||
Audit fees
|
$
|
214,891
|
$
|
75,000
|
||||
Audit – related fees
|
-
|
-
|
||||||
Tax fees
|
13,382
|
-
|
||||||
All other fees
|
-
|
-
|
Exhibit No.
|
Description
|
3.1
|
Amended and Restated Articles of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 9, 2011)
|
3.2
|
Amended and Restated Bylaws of the Company (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on December 9, 2011)
|
3.3
|
Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 20, 2013)
|
3.4
|
Certificate of Amendment to Amended and Restated Articles of Incorporation (Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on February 20, 2013)
|
3.5
|
Certificate of Designations of Series A Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
3.6
|
Certificate of Designations of Series B Convertible Preferred Stock of Marathon Patent Group, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
4.1
|
Form of Warrant Amendment Letter dated April 20, 2014 (Incorporated by reference to Exhibit 4.1 to the Current Report on 8-K filed with the SEC on April 24, 2014)
|
10.1
|
Employment Agreement between the Company and Doug Croxall (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 20, 2012)
|
10.2
|
Form of Indemnification Agreement between the Company and Doug Croxall (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on November 20, 2012)
|
10.3
|
Form of Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 28, 2012)
|
10.4
|
Form of Warrant (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on December 28, 2012)
|
10.5
|
Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on December 28, 2012)
|
10.6
|
Employment Agreement between the Company and James Crawford dated March 1, 2013 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 6, 2013)
|
10.7
|
Independent Director Agreement between the Company and William Rosellini dated March 8, 2013 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 11, 2013)
|
10.8
|
Merger Agreement dated as of April 22, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 26, 2013)
|
10.9
|
Form of Promissory Note (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 26, 2013)
|
10.1
|
Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on April 26, 2013)
|
10.11
|
License Agreement (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on April 26, 2013)
|
10.12
|
Merger Agreement dated as of May 1, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 3, 2013)
|
10.13
|
Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2013)
|
10.14
|
Form of Warrant (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2013)
|
10.15
|
Form of Registration Rights Agreement (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2013)
|
10.16
|
Separation and Release Agreement between the Company and Nathaniel Bradley dated June 19, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on June 24, 2013)
|
10.17
|
Lease Agreement by and between Westwood Gateway II LLC and the Company dated October 14, 2013 (Incorporated by reference to Exhibit 10.54 to the Company’s Annual Report on 10-K, filed with the SEC on March 31, 2014)
|
10.18
|
Amendment No. 1 to the Executive Employment Agreement between the Company and Doug Croxall dated November 18, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2013)
|
10.19
|
Executive Employment Agreement between the Company and Richard Raisig dated November 18, 2013 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2013)
|
10.2
|
Consulting Agreement between the Company and Jeff Feinberg dated November 18, 2013 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2013)
|
10.21
|
Consulting Agreement between the Company and Jeff Feinberg dated November 18, 2013 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 22, 2013)
|
10.22
|
Independent Director Agreement between the Company and Edward Kovalik dated April 14, 2014 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 18, 2014)
|
10.23
|
Patent Purchase Agreement by and between Delphi Technologies, Inc. and Loopback Technologies, Inc. dated October 31, 2013 (Incorporated by reference to Exhibit 10.55 to the Company’s Annual Report on 10-K, filed with the SEC on March 31, 2014)+
|
10.24
|
Form of Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.25
|
Form of PIPE Warrant (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.26
|
Form of PIPE Registration Rights Agreement dated May 1, 2014 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.27
|
Purchase Agreement between the Company, TechDev, SFF and DA Acquisition LLC dated May 2, 2014 (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.28
|
Purchase Agreement the Company, Granicus, SFF and IP Liquidity Ventures Acquisition LLC dated May 2, 2014 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.29
|
Purchase Agreement the Company, TechDev, SFF and Sarif Biomedical Acquisition LLC dated May 2, 2014 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.3
|
Pay Proceeds Agreement dated May 2, 2014 (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.31
|
Acquisition Registration Rights Agreement dated May 2, 2014 (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.32
|
Promissory Note between the Company, TechDev and SFF dated May 2, 2014 (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.33
|
Promissory Note between the Company, Granicus and SFF dated May 2, 2014 (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.34
|
Promissory Note between the Company, TechDev and SFF dated May 2, 2014 (Incorporated by reference to Exhibit 10.11 to the Company’s Current Report on Form 8-K, filed with the SEC on May 7, 2014)
|
10.35
|
Executive Employment Agreement by and between Marathon Patent Group, Inc. and Francis Knuettel II dated May 15, 2014 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on May 16, 2014)
|
10.36
|
Patent rights agreement between the Company and RPX Corporation (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2014)
|
10.37
|
Patent license agreement between Relay IP, Inc. and RPX Corporation (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2014)
|
10.38
|
Patent license agreement between Sampo IP, LLC and RPX Corporation (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 15, 2014)
|
10.39
|
Patent Purchase Agreement between TeleCommunication Systems, Inc. and CRFD Research, Inc. dated September 26, 2013 (Incorporated by reference to Exhibit 10.60 to the Company’s Annual Report on 10-K/A, filed with the SEC on May 30, 2014)
|
10.4
|
Patent Purchase Agreement between Intergraph Corporation and Vantage Point Technology, Inc. dated September 25, 2013 (Incorporated by reference to Exhibit 10.61 to the Company’s Annual Report on 10-K/A, filed with the SEC on May 30, 2014)
|
10.41
|
Advisory Services Agreement between the Company and IP Navigation Group, LLC dated May 13, 2013 (Incorporated by reference to Exhibit 10.62 to the Company’s Annual Report on 10-K/A, filed with the SEC on May 30, 2014)
|
10.42
|
Amendment to the Patent Purchase Agreement by and between Delphi Technologies, Inc. and Loopback Technologies, Inc. dated December 16, 2013 (Incorporated by reference to Exhibit 10.59 to the Company’s Annual Report on 10-K/A, filed with the SEC on June 12, 2014) +
|
10.43
|
Patent rights agreement between the Company and RPX Corporation. (Incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on 10-K/A, filed with the SEC on July 1, 2014)
|
10.44
|
Executive Employment Agreement by and between Marathon Patent Group, Inc. and Daniel Gelbtuch dated September 9, 2014 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K, filed with the SEC on September 15, 2014)
|
10.45
|
Consulting Agreement by and between Marathon Patent Group, Inc. and GRQ Consultants, Inc. dated September 17, 2014 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K, filed with the SEC on September 19, 2014)
|
10.46
|
Marathon Patent Group, Inc. 2014 Equity Incentive Plan, dated September 16, 2014 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K, filed with the SEC on September 19, 2014)
|
10.47
|
Marathon Patent Group, Inc. 2014 Non-Employee Director Compensation Plan, as amended, dated September 16, 2014 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on 8-K, filed with the SEC on September 19, 2014)
|
10.48
|
Executive Employment Agreement by and between Marathon Patent Group, Inc. and Umesh Jani dated October 31, 2014 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K, filed with the SEC on November 6, 2014)
|
10.49
|
Executive Employment Agreement by and between Marathon Patent Group, Inc. and Rick Sanchez dated October 31, 2014 (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on 10-Q, filed with the SEC on November 12, 2014)
|
10.5
|
Patent Purchase Agreement by and between Marathon Patent Group, Inc., Clouding Corp. and Clouding IP, LLC dated August 29, 2014 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on 8-K, filed with the SEC on November 6, 2014)
|
10.51
|
Revenue Sharing and Securities Purchase Agreement by and among Marathon Patent Group, Inc. and its subsidiaries and DBD Credit Funding LLC dated January 29, 2015 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015) +
|
10.52
|
Note due July 29, 2018 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.53
|
Warrant to Purchase Common Stock dated January 29, 2015 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.54
|
Subscription Agreement between Marathon Patent Group, Inc. and DBD Credit Funding LLC dated January 29, 2015 (Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.55
|
Security Agreement by and among Marathon Patent Group, Inc. and certain of its subsidiaries and DBD Credit Funding LLC dated January 29, 2015 (Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.56
|
Patent Security Agreement by Marathon Patent Group, Inc. and certain of its subsidiaries in favor of DBD Credit Funding LLC dated January 29, 2015 (Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.57
|
Lockup Agreement by and between DBD Credit Funding LLC and Marathon Patent Group, Inc. dated January 29, 2015 (Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.58
|
Lockup Agreement by and between TechDev Holdings, LLC, Audrey Spangenberg, Erich Spangenberg, Granicus IP, LLC and Marathon Patent Group, Inc. dated January 29, 2015 (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.58
|
Lockup Agreement by and between TechDev Holdings, LLC, Audrey Spangenberg, Erich Spangenberg, Granicus IP, LLC and Marathon Patent Group, Inc. dated January 29, 2015 (Incorporated by reference to Exhibit 10.8 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.59
|
Patent License Agreement by and among Marathon Patent Group, Inc. and certain of its subsidiaries and DBD Credit Funding LLC dated January 29, 2015 (Incorporated by reference to Exhibit 10.9 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
10.60
|
Guaranty Agreement by certain subsidiaries of Marathon Patent Group, Inc. in favor of DBD Credit Funding LLC dated January 29, 2015 (Incorporated by reference to Exhibit 10.10 to the Company’s Current Report on 8-K, filed with the SEC on February 3, 2015)
|
14.1
|
Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on 10-K, filed with the SEC on March 31, 2014)
|
21.1
|
List of Subsidiaries *
|
23.1
|
Consent of SingerLewak LLP*
|
23.2
|
Consent of KBL, LLP*
|
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
|
32.1
|
Section 1350 Certification of the Chief Executive Officer *
|
32.2
|
Section 1350 Certification of the Chief Financial Officer *
|
*
|
Filed herewith
.
|
MARATHON PATENT GROUP, INC.
|
|
By:
|
/s/ Doug Croxall
|
Name: Doug Croxall
|
|
Title: Chief Executive Officer
|
|
(Principal Executive Officer)
|
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By:
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/s/ Francis Knuettel II
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Name: Francis Knuettel II
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Title: Chief Financial Officer
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(Principal Financial and Accounting Officer)
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Signature
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Title
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Date
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||
/s/ Doug Croxall |
Chief Executive Officer and Chairman (Principal Executive Officer)
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March 26, 2015
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||
Doug Croxall
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||||
/s/ Francis Knuettel II |
Chief Financial Officer (Principal Financial and Accounting Officer)
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March 26, 2015
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||
Francis Knuettel II
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||||
/s/ Richard Chernicoff |
Director
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March 26, 2015
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||
Richard Chernicoff
|
||||
/s/ Edward Kovalik |
Director
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March 26, 2015
|
||
Edward Kovalik
|
||||
/s/ William Rosellini |
Director
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March 26, 2015
|
||
William Rosellini
|
||||
/s/ Richard Tyler | Director | March 26, 2015 | ||
Richard Tyler |
Entity Name
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State of Incorporation/formation
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Ownership
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Sampo IP, LLC
|
Virginia
|
100%
|
Relay IP, INC.
|
Delaware
|
100%
|
Cyberfone Systems LLC
|
Texas
|
100%
|
Cyberfone Acquisition Corp.
|
Texas
|
100%
|
Vantage Point Technology, Inc.
|
Texas
|
100%
|
CRFD Research, Inc.
|
Delaware
|
100%
|
E2E Processing, Inc.
|
Texas
|
100%
|
Loopback Technologies, Inc.
|
Delaware
|
100%
|
Loopback Technologies II, Inc.
|
California
|
100%
|
Signal IP, Inc.
|
California
|
100%
|
Hybrid Sequence IP, Inc.
|
Delaware
|
100%
|
PMC Acquisition LLC
|
Texas
|
100%
|
Soems Acquisition Corp
|
Delaware
|
100%
|
IP Liquidity Ventures Acquisition LLC
|
Delaware
|
100%
|
IP Liquidity Ventures, LLC
|
Delaware
|
100%
|
Sarif Biomedical Acquisition LLC
|
Delaware
|
100%
|
Sarif Biomedical LLC
|
Delaware
|
100%
|
Selene Communication Technologies Acquisition LLC
|
Delaware
|
100%
|
Selene Communication Technologies, LLC
|
Delaware
|
100%
|
DA Acquisition LLC
|
Texas
|
100%
|
Dynamic Advances, LLC
|
Texas
|
100%
|
Clouding Corp.
|
Delaware
|
100%
|
TLI Acquisition Corp.
TLI Communications LLC
|
Virginia
Virgina
|
100%
100%
|
Medtech Group Acquisition Corp.
|
Texas
|
100%
|
OrthoPhoenix, LLC
|
Delaware
|
100%
|
TLIF, LLC
|
Texas
|
100%
|
MedTech GmbH
|
German
|
100%
|
Secure Energy LLC
|
North Dakota
|
100%
|
Bismarck IP Inc.
|
Delaware
|
100%
|
Traverse Technologies Corp.
|
Texas
|
100%
|
Power Management Enterprises
|
Texas
|
100%
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this annual report is being prepared;
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|
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b)
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designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
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|
d)
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disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
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|
||
Dated: March 26, 2015
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By:
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/s/ Doug Croxall
|
Doug Croxall
Chief Executive Officer and Chairman (Principal Executive Officer)
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a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly for the period in which this annual report is being prepared;
|
|
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
|
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
|
||
Dated: March 26, 2015
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By:
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/s/ Francis Knuettel II
|
Francis Knuettel II
Chief Financial Officer (Principal Financial and Accounting Officer)
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(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: March 26, 2015
|
By:
|
/s/ Doug Croxall
|
Doug Croxall
Chief Executive Officer and Chairman (Principal Executive Officer)
|
||
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: March 26, 2015
|
By:
|
/s/ Francis Knuettel II
|
Francis Knuettel II
Chief Financial Officer (Principal Financial and Accounting Officer)
|
||