S-1 Filed, Shares being offered by selling shareholders
9,361,077 SHARES
MARATHON PATENT GROUP, INC.
Common Stock
This prospectus relates to the sale by the selling stockholders identified in this prospectus of up to 9,361,077 shares of our common stock, par value $0.0001, which includes 1,120,359 shares of common stock issuable upon the exercise of outstanding warrants.
There are no underwriting arrangements to sell the shares of common stock that are being offered by the selling stockholders hereunder. The prices at which the selling stockholders may sell shares will be determined by the prevailing market price for the shares or in privately negotiated transactions. We will not receive any proceeds from the sale of these shares by the selling stockholders. All expenses of registration incurred in connection with this offering are being borne by us, but all selling and other expenses incurred by the selling stockholders will be borne by the selling stockholders.
Our common stock is quoted on the OTC Bulletin Board under the symbol “MARA”. On June 24, 2013, the last reported sale price of our common stock as reported on the OTC Bulletin Board was $0.36 per share.
The table below sets forth certain information regarding the selling stockholders and the shares of our common stock offered by them in this prospectus. The selling stockholders have not had a material relationship with us within the past three years other than as described in the footnotes to the table below or as a result of acquisition of our shares or other securities. To the best of our knowledge, none of the selling stockholders is a broker dealer or an affiliate of a broker dealer other than as described in the footnotes to the table below.
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Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission. The selling stockholders’ percentage of ownership of our outstanding shares in the table below is based upon 65,858,810 shares of common stock outstanding as of June 24, 2013.
Name and Address of
Stockholder Total Number
of Shares of
Common Stock
Held Prior to
Offering (1) Number of
Shares of
Common Stock
Offered
Pursuant to
this
Prospectus
Shares
Beneficially
Owned After
the Offering
(Number) (1) (3) Shares
Beneficially
Owned After
the Offering
(Percentage)
(1)(2)
John Stetson (4)
2,392,327 (5)
124,827(6)
2,267,500 3.44%
Daniel J. Allen
180,000(7)
180,000(7)
0 0
TATs of WA, Inc. DBP, Don Stangle, TTE (8)
187,500(9)
187,500(9)
0
0
Stuart Smith
1,312,500 (10)
375,000(11)
1,062,500 0.97%
Michael G. Stag LLC (12)
375,000(13)
375,000(13)
0 0
Sichenzia Ross Friedman Ference LLP (14)
387,500(15)
337,500(16)
50,000 0.10%
Abraham Belsky
187,500(17)
187,500(17)
0 0
Morris Fuchs
375,000(18)
375,000(18)
0 0
2004 Leon Scharf Irrevocable Trust FBO Rachel Beer and Descendants (19)
562,500(20)
562,500(20)
0 0
Joseph Hoch
562,500(21)
562,500(21)
0 0
Sandor Capital Master Fund (22)
1,668,750(23)
93,750(24)
1,575,000 3.05%
TechDev Holdings LLC (25) 6,000,000 6,000,000 0 0
TOTAL 9,361,077
