mara8k_may12014.htm


 
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): May 1, 2014
 
MARATHON PATENT GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
 
Nevada
 
000-54652
 
01-0949984
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
2331 Mill Road, Suite 100
Alexandria, VA
     
22314
(Address of principal executive offices)
     
(Zip Code)
 
Registrant’s telephone number, including area code: (703) 626-4984
 
 
(Former name or former address, if changed since last report)
 
Copies to:
Harvey J. Kesner, Esq.
61 Broadway, 32nd Floor
New York, New York 10006
Telephone: (212) 930-9700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□       Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

 
ITEM 7.01 
REGULATION FD DISCLOSURE.

On May 5, 2014, Marathon Patent Group, Inc. (the “Company”) issued a press release relating to the consummation of a private placement of its securities on May 1, 2014 and an acquisition of the ownership interests of three limited liability companies through wholly owned subsidiaries of the Company  on May 2, 2014 (collectively, the “Transactions”).  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company will file a more comprehensive Current Report on Form 8-K with applicable disclosures and required exhibits relating to the Transactions on or prior to May 7, 2014.

On May 5, 2014, the Company also issued a new investor presentation, a copy of which is attached hereto as Exhibit 99.2.

The information contained in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.  The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
 
The Securities and Exchange Commission encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements, which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form 8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such as “expects,” “should,” “will,” and similar words or phrases. These statements are subject to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information presented within.
 
ITEM 9.01 
FINANCIAL STATEMENTS AND EXHIBITS
 
(d)           Exhibits.

The exhibit listed in the following Exhibit Index is furnished as part of this Current Report on Form 8-K.

Exhibit No.
Description
   
99.1
Marathon Patent Group, Inc. Press Release dated May 5, 2014
99.2
Marathon Patent Group, Inc. Investor Presentation dated May 5, 2014
 
 
 
 

 
 
 
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:  May 5, 2014
 
 
MARATHON PATENT GROUP, INC.
   
By: 
/s/ Doug Croxall
 
Name: Doug Croxall
 
Title: Chief Executive Officer