Marathon Digital Holdings Announces $14.25 Million Private Placement
05 Junho 2023 - 11:07PM
Marathon Digital Holdings, Inc. (NASDAQ:MARA) (“Marathon” or
“Company”), today announced that it has entered into a securities
purchase agreement for the purchase of 15,000 shares of Series A
redeemable convertible preferred stock in a private placement. Each
share of Series A preferred stock has a purchase price of $952.38,
representing an original issue discount of approximately 5% of the
$1,000 stated value of each share. Each share of Series A preferred
stock is convertible into shares of the Company’s common stock at
an initial conversion price of $14.52 per share, at the option of
the holder, at any time following the Company’s receipt of
stockholder approval for an increase in its authorized shares of
common stock. The Company will be permitted to compel conversion of
the Series A preferred stock after the fulfillment of certain
conditions and subject to certain limitations. Total gross proceeds
from the offering, before deducting the placement agent’s fees and
other estimated offering expenses, is expected to be approximately
$14.25 million.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
The Series A preferred stock permits the holders thereof to vote
together with the holders of the Company’s common stock on a
proposal to increase the authorized shares of the Company’s common
stock at an annual or special meeting of the Company’s
stockholders. The Series A preferred stock permits the holder to
cast 500,000 votes per share of Series A preferred stock on such
proposal. The Series A preferred stock will not be permitted to
vote on any other matter. The holders of the Series A preferred
stock agreed not to transfer their shares of preferred stock until
after the meeting of Company stockholders. The holders of the
Series A preferred stock agreed to vote their shares on such
proposal in the same proportions as the shares of common stock. The
holders of the Series A preferred stock have the right to require
the Company to redeem their shares of preferred stock for cash at
105% of the stated value of such shares commencing after the
earlier of the Company’s stockholders’ approval of the authorized
share increase and 90 days after the closing of the issuance of the
Series A preferred stock and until 120 days after such closing.
The closing of the offering is expected to occur on or about
June 8, 2023, subject to the satisfaction of customary closing
conditions. Additional information regarding the securities
described above and the terms of the offering will be included in a
Current Report on Form 8-K to be filed with the United States
Securities and Exchange Commission (“SEC”).
To the extent Series A preferred stock is converted or otherwise
not redeemed after 120 days from closing, the Company will use such
net proceeds from this offering for general corporate purposes.
The Series A preferred stock described above were offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”), and Regulation D promulgated
thereunder and, along with the shares of common stock underlying
the Series A preferred stock, have not been registered under the
Act, or applicable state securities laws. Accordingly, the Series A
preferred stock and underlying shares of common stock may not be
offered or sold in the United States except pursuant to an
effective registration statement or an applicable exemption from
the registration requirements of the Act and such applicable state
securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any state or other jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities laws of
any such state or other jurisdiction.
About Marathon Digital HoldingsMarathon is a
digital asset technology company that focuses on supporting and
securing the Bitcoin ecosystem. The Company is currently in the
process of becoming one of the largest and most sustainably powered
Bitcoin mining operations in North America.
Forward-Looking StatementsStatements 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.
ContactTelephone: 800-804-1690Email:
ir@mara.com
Marathon Digital (NASDAQ:MARA)
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