MARA Holdings, Inc. Files 8-K with Corporate Updates

TL;DR

MARA filed an 8-K on Jan 8, 2025, covering new agreements, stock sales, and bylaw changes.

AI Summary

On January 8, 2025, MARA Holdings, Inc. (formerly Marathon Digital Holdings, Inc.) filed an 8-K detailing several corporate actions. These include entering into a material definitive agreement, unregistered sales of equity securities, material modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The company, previously known as Marathon Patent Group, Inc., is incorporated in Nevada and operates in the Finance Services sector.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes in the rights of MARA Holdings' security holders, which could impact investors.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and material modifications to security holder rights, which can introduce uncertainty and potential risks for investors.

Key Players & Entities

• MARA Holdings, Inc. (company) — Filer
• Marathon Digital Holdings, Inc. (company) — Former company name
• Marathon Patent Group, Inc. (company) — Former company name
• American Strategic Minerals Corp (company) — Former company name
• January 8, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — as Series X Preferred Stock, par value $0.0001 per share (the "Series X Preferred Stoc
• $1,300 — ent, for an aggregate purchase price of $1,300. The sale closed on January 8, 2025. Th

Filing Documents

• form8-k.htm (8-K) — 48KB
• ex3-1.htm (EX-3.1) — 50KB
• ex10-1.htm (EX-10.1) — 41KB
• ex3-1_001.jpg (GRAPHIC) — 3KB
• 0001493152-25-001560.txt ( ) — 335KB
• mara-20250108.xsd (EX-101.SCH) — 3KB
• mara-20250108_lab.xml (EX-101.LAB) — 33KB
• mara-20250108_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On January 8, 2025, MARA Holdings, Inc. (the "Company") designated 13 million shares of its undesignated preferred stock as Series X Preferred Stock, par value $0.0001 per share (the "Series X Preferred Stock"), and issued all 13 million shares of the Series X Preferred Stock to Douglas Mellinger (the "Purchaser"), the Company's lead independent director, in a private placement, for an aggregate purchase price of $1,300. The sale closed on January 8, 2025. The shares of Series X Preferred Stock were issued to the Purchaser in connection with the special meeting of the stockholders of the Company (the "Special Meeting"), which has been called by the Company's board of directors (the "Board") to vote on a proposal to increase the Company's authorized number of shares of common stock from 500 million to 800 million (the "Authorized Stock Increase"), as disclosed in the preliminary proxy statement filed today with the U.S. Securities and Exchange Commission in connection with the Special Meeting. The Series X Preferred Stock does not have any voting rights except with respect to the proposal on the Authorized Stock Increase. Each share of Series X Preferred Stock will be entitled to 1,000 votes on such proposal, voting together with the holders of our common stock. The votes by the holder of Series X Preferred Stock will be cast at the Special Meeting automatically in the same "mirrored" proportion as the aggregate votes cast "for" and "against" the proposal by the holders of our common stock who vote on such proposal (excluding abstentions, broker non-votes and shares of common stock that are not voted "for" or "against" such proposal). The voting power attributable to the Series X Preferred Stock will be disregarded for purposes of determining whether a quorum is present at the Special Meeting. The Series X Preferred Stock was issued pursuant to a subscription agreement (the "Subscription Agreement") between

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 is incorporated by reference in this Item 3.02. The Series X Preferred Stock was issued to the Purchaser in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information contained in Item 1.01 is incorporated by reference in this Item 3.03.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained in Item 1.01 is incorporated by reference in this Item 5.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Series X Preferred Stock 10.1 Subscription and Investment Representation Agreement, dated January 8, 2025, by and between MARA Holdings, Inc. and the Purchaser 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 hereunto duly authorized. MARA HOLDINGS, INC. Date: January 10, 2025 By: /s/ Zabi Nowaid Name: Zabi Nowaid Title: General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR