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): July 19, 2021
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.) |
|
1180 North Town Center Drive, Suite 100 Las Vegas, NV |
89144 | |
| (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) |
| [X] | 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 |
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 8.01 Other Information
On July 19, 2021, Marathon Digital Holdings, Inc. issued a press release which stated, in summary, that Institutional Shareholder Services Inc. (“ISS”) has expressed its support for all upcoming agenda items at Marathon’s 2021 Annual Meeting of shareholders (the “Annual Meeting”), which will be held on Friday, August 6, 2021 at the Wynn Las Vegas, 3131 Las Vegas Blvd S, Las Vegas, NV 89109 – Montrachet 2 Conference Room – beginning at 8:00 a.m. local time.
ITEM 9.01 Exhibit
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: July 19, 2021
| MARATHON DIGITAL HOLDINGS, INC. | ||
| By: | /s/ Simeon Salzman | |
| Name: | Simeon Salzman | |
| Title: | Chief Financial Officer | |
EXHIBIT 99.1
Leading Independent Proxy Advisory Firm ISS Expresses Support for All Agenda Items at Marathon’s Upcoming Meeting
Marathon Digital Holdings Reminds Shareholders To Vote at the Upcoming 2021 Annual Meeting of Shareholders
Las Vegas, NV. – July 19, 2021 – Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or “Company”), one of the largest enterprise Bitcoin mining companies in North America, today announced that leading independent proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) has expressed its support for all upcoming agenda items at Marathon’s 2021 Annual Meeting of shareholders (the “Annual Meeting”), which will be held on Friday, August 6, 2021.
In addition to the support expressed by ISS, the board of directors of the Company unanimously recommends a vote “FOR” approval of all proposals.
Marathon’s 2021 Annual Meeting is to be held at the Wynn Las Vegas, 3131 Las Vegas Blvd S, Las Vegas, NV 89109 – Montrachet 2 Conference Room – on August 6, 2021, beginning at 8:00 a.m. local time. Marathon shareholders of record at the close of business on June 14, 2021 are entitled to notice of and to vote at the 2021 Annual Meeting and any postponements or adjournments thereof.
YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
For assistance with voting your shares, if you are a beneficial holder, please contact your broker. If you are a record holder, please contact Equity Stock Transfer, the Company’s transfer agent at:
Equity Stock Transfer
Telephone: 855-557-4647
Email: proxy@equitystock.com
Marathon’s definitive proxy materials, 2020 Annual Report and other relevant information can be found at www.sec.gov and here.
Investor Notice
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 hashrate 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 July 2021. See “Safe Harbor” below.
Forward-Looking Statements
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.
About Marathon 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.
Marathon Digital Holdings Company Contact:
Charlie Schumacher
Telephone: 800-804-1690
Email: charlie@marathondh.com
Jason Assad
Telephone: 678-570-6791
Email: Jason@marathondh.com