SEC Company Response from MARA Holdings, (MARA) — Oct 6, 2017
MARA Holdings, Inc.
Date: Oct. 6, 2017 · CIK: 0001507605 · Accession: 0001493152-17-011401
AI Filing Summary & Sentiment
File numbers found in text: 333-220438
Letter
Via Edgar United States Securities and Exchange Commission Washington, D.C. 20549 Mail Stop 4561 Att: Bernard Nolan, Esq. File No. 333-220438
Re: Marathon Patent Group, Inc.
Dear Mr. Nolan:
On behalf of Marathon Patent Group, Inc. (the “Issuer”), we are herewith filing Amendment #1 to the Form S-3. We are also responding to your written comment letter of September 28, 2017 and your subsequent oral comment.
COMMENT
1. We note that you are in part registering the resale of shares of common stock whose issuance is contingent on stockholder approval. As the Exchange Shares were not outstanding as of the date the registration statement was filed, please advise us as to your ability to register the resale of such shares. For guidance, refer to Question 139.06 of our Compliance and Disclosure Interpretations of Securities Act Sections.
RESPONSE – As we discussed, the Company obtained shareholder approval for the issuance of the Exchange Shares on September 29, 2017 and such shares have now been issued. The outstanding share numbers throughout the Registration Statement reflect the issuance of such shares. Please note that the Exchange Shares owned by two selling shareholders have been removed as these shareholders have waived their registration rights.
2. The Company has removed the check in the box indicating that it is an Emerging Growth Company. The Company acknowledges that they do not meet the definition.
The Company believes that it has satisfactorily addressed the Staff’s concerns. Please confirm that you are satisfied so that the Company can request acceleration of the Registration Statement.
If you have any additional comments or questions, please feel free to call me. Thank you.
Sincerely,
/s/ Arthur
S. Marcus
Show Raw Text
CORRESP
1
filename1.htm
Via
Edgar
United
States Securities and Exchange Commission
Washington,
D.C. 20549 Mail Stop 4561
Att:
Bernard Nolan, Esq.
Re:
Marathon Patent Group, Inc.
File
No. 333-220438
Dear
Mr. Nolan:
On
behalf of Marathon Patent Group, Inc. (the “Issuer”), we are herewith filing Amendment #1 to the Form S-3. We are
also responding to your written comment letter of September 28, 2017 and your subsequent oral comment.
COMMENT
1. We note
that you are in part registering the resale of shares of common stock whose issuance is contingent on stockholder approval. As
the Exchange Shares were not outstanding as of the date the registration statement was filed, please advise us as to your ability
to register the resale of such shares. For guidance, refer to Question 139.06 of our Compliance and Disclosure Interpretations
of Securities Act Sections.
RESPONSE
– As we discussed, the Company obtained shareholder approval for the issuance of the Exchange Shares on September 29, 2017
and such shares have now been issued. The outstanding share numbers throughout the Registration Statement reflect the issuance
of such shares. Please note that the Exchange Shares owned by two selling shareholders have been removed as these shareholders
have waived their registration rights.
2.
The Company has removed the check in the box indicating that it is an Emerging Growth Company. The Company acknowledges that they
do not meet the definition.
The
Company believes that it has satisfactorily addressed the Staff’s concerns. Please confirm that you are satisfied so that
the Company can request acceleration of the Registration Statement.
If
you have any additional comments or questions, please feel free to call me. Thank you.
Sincerely,
/s/ Arthur
S. Marcus
Arthur
S. Marcus, Esq.