SEC Comment Letter for MARA Holdings, (MARA) — Dec 9, 2014
MARA Holdings, Inc.
Date: Dec. 9, 2014 · CIK: 0001507605 · Accession: 0000000000-14-063583
AI Filing Summary & Sentiment
File numbers found in text: 333-200394
Letter
December 9, 2014 Via E -mail Doug Croxall Chief Executive Officer and Chairman Marathon Patent Group, Inc. 11100 Santa Monica Blvd., Ste. 380 Los Angeles, CA 90025
Re: Marathon Patent Group, Inc. Registration Statement on Form S-3 Filed November 19, 2014 File No. 333-200394
Dear Mr. Croxall :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments.
Registration Fee Table
1. Please revise footnote 2 to the registration fee table in light of your listing on NASDAQ, or advise.
Prospectus Cover Page
2. Please revise the discussion of your concurrent offerings to reflect that your registration statement with a file number of 333 -196994 has been declared effective and to discuss your registration statement with a file number of 333 -198569.
Incorporation of Documents by Reference, page 27
3. Please revise to specifically in corporate by reference Amendment No. 3 to your Form 10 - K filed September 12, 2014.
Doug Croxall Marathon Patent Group, Inc. December 9, 2014 Page 2
Part II. Information Not Required in Prospectus
Item 17. Undertakings, page 30
4. It appears you are required to include the undertakings set forth in Items 512(a)(5)(ii) and (b) of Regulation S -K. Please revise or advise.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, i n the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refe r to Rule 461 regarding requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Doug Croxall Marathon Patent Group, Inc. December 9, 2014 Page 3
Please contact Mitchell Austin, Staff Attorney, at (202) 551 -3574 or me at (202) 551 -3735 with any questions.
Sincerely,
/s/ Barbara C. Jacobs
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December 9, 2014 Via E -mail Doug Croxall Chief Executive Officer and Chairman Marathon Patent Group, Inc. 11100 Santa Monica Blvd., Ste. 380 Los Angeles, CA 90025 Re: Marathon Patent Group, Inc. Registration Statement on Form S-3 Filed November 19, 2014 File No. 333-200394 Dear Mr. Croxall : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments , we may have additional comments. Registration Fee Table 1. Please revise footnote 2 to the registration fee table in light of your listing on NASDAQ, or advise. Prospectus Cover Page 2. Please revise the discussion of your concurrent offerings to reflect that your registration statement with a file number of 333 -196994 has been declared effective and to discuss your registration statement with a file number of 333 -198569. Incorporation of Documents by Reference, page 27 3. Please revise to specifically in corporate by reference Amendment No. 3 to your Form 10 - K filed September 12, 2014. Doug Croxall Marathon Patent Group, Inc. December 9, 2014 Page 2 Part II. Information Not Required in Prospectus Item 17. Undertakings, page 30 4. It appears you are required to include the undertakings set forth in Items 512(a)(5)(ii) and (b) of Regulation S -K. Please revise or advise. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, i n the event you request acceleration of the effective date of the pending registration statement please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant t o delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effect iveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refe r to Rule 461 regarding requests for acceleration . We will consider a written request for acceler ation of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Doug Croxall Marathon Patent Group, Inc. December 9, 2014 Page 3 Please contact Mitchell Austin, Staff Attorney, at (202) 551 -3574 or me at (202) 551 -3735 with any questions. Sincerely, /s/ Barbara C. Jacobs Barbara C. Jacobs Assistant Director cc: Via E -Mail Harvey J. Kesner, Esq. Sichenzia Ross Friedman Ference LLP