Current Report Filing (8-k)
07 Ottobre 2021 - 11:22PM
Edgar (US Regulatory)
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2021-10-01
2021-10-01
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 1, 2021
MARATHON
DIGITAL HOLDINGS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
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001-36555
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01-0949984
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1180
North Town Center Drive, Suite 100
Las
Vegas, NV
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89144
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(Address
of principal executive offices)
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(Zip
Code)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock
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MARA
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The
Nasdaq Capital Market
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FORWARD-LOOKING
STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively, the “Filings”)
contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available
to, Registrant’s management as well as estimates and assumptions made by Registrant’s management. When used in the Filings
the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,”
“plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management
identify forward-looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject
to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize,
or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated,
expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward-looking statements are reasonable, Registrant cannot guarantee future
results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the
United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
ITEM
1.01 Entry into a Material Definitive Agreement
On
October 1, 2021, Marathon Digital Holdings, Inc. (the “Company”) entered into a Revolving Credit and Security Agreement (the
“Agreement”) with Silvergate Bank (the “Bank”) pursuant to which Silvergate has agreed to loan the Company up
to $100,000,000 on a revolving basis pursuant to the terms of the Agreement and the $100,000,000 principal amount revolving credit note
issued by the Company in favor of the Bank under the Agreement (“Note”). The terms of the facility (“RLOC”) set
forth in the Agreement and Note are as follows:
Initial
Term:
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One
(1) Year
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Availability:
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The
RLOC shall be made available from time to time to the Company for periodic draws (provided no event of default then exists) from
its closing date up to and including the one- year anniversary of the loan date.
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Origination
Fee:
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0.25%
of the Loan Commitment to the Bank (or $250,000); due at RLOC closing.
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Unused
Commitment Fee:
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0.25%
per annum of the portion of the unused Loan Commitment, payable monthly in arrears.
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Renewal:
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The RLOC may be renewed annually by agreement between the Bank and the Company, subject to (without limitation): (i) Company makes a request for renewal, in writing, no less than sixty (60) days prior to the then current maturity date, (ii) no event of default then exists, (iii) Company provides all necessary documentation to extend the RLOC, (iv) Company has paid all applicable fees related to the loan renewal, and (v) the Bank has approved such extension request according to its internal credit policies as determined by the Bank in its sole and absolute discretion.
If the Bank approves a request by Company to renew the RLOC upon any maturity, then a Renewal Fee of 0.25% of the Loan Commitment (or $250,000) shall be due and payable upon extension of the Loan Commitment.
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Payments:
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Interest
only to be paid monthly, with principal all due at maturity.
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Collateral:
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The
RLOC will be secured by a pledge of a sufficient amount of Company’s right, title and interest in and to bitcoin and/or U.S.
Dollar (“USD”) stored in a custody account for the benefit of the Bank (the “Collateral Account”). the Bank
will establish a Collateral Account with a regulated custodial entity (the “Custodian”) that has been approved by the
Bank. the Bank and Custodian will have a custodial agreement to perfect the security interest in the pledged Collateral Account which,
among other things, allows for 1) the Bank to monitor the balance of the Collateral Account and 2) allows the Bank to have exclusive
control over the Collateral Account including liquidation of the collateral in the event of Company’s default under the terms
of the RLOC. the Bank may also file a UCC financing statement on the pledged collateral.
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Minimum
Advance Rate:
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At
origination, the Company must ensure the Collateral Account balance has sufficient bitcoin (and/or US$) to cause a Loan to Value
(the “LTV”) ratio of 65% (or less) (“Minimum Advance Rate”) on the unpaid principal balance of the RLOC.
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Covenants:
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The
Company must maintain a minimum debt to equity ratio of 0.5:1. The Company must maintain a minimum liquidity of $25,000,000.
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ITEM
2.03 Creation of a Direct Financial Obligation.
See
Item 1.01 above.
104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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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:
October 7, 2021
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MARATHON
DIGITAL HOLDINGS, INC.
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By:
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/s/
Fred Thiel
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Name:
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Fred
Thiel
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Title:
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Chief
Executive Officer
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Grafico Azioni Marathon Digital (NASDAQ:MARA)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Marathon Digital (NASDAQ:MARA)
Storico
Da Apr 2023 a Apr 2024