What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2021-03-16 compared with 2020-03-24 · 129 added, 27 removed, 31 unchanged (83% of the section changed)

LEGAL PROCEEDINGS

March 27, 2018, Jeffrey Feinberg, purportedly joined by the Jeffrey L.

Jeffrey Feinberg v.

Marathon Patent

Group, Inc., Doug Croxall, and Francis Knuettel II, Superior Court of the State of California, County of Los Angeles, Case

Number BC673128;

August 21, 2017

On August 21, 2017,

plaintiff Jeffrey Feinberg filed his Complaint against the Company and its Chief Executive Officer and Chief Financial Officer,

purporting to state claims under Sections 11, 12(a)(2) and 15 of the federal Securities Act of 1933, and to state common law claims

for “actual fraud and fraudulent concealment,”

constructive fraud, and negligent misrepresentation.

Feinberg sought

unspecified money damages, as well as costs and attorneys’

fees, and equitable or injunctive relief, all based on allegations

that he purchased Company securities and was induced to continue holding shares of the Company’s common stock through his

reliance on a series of purported misstatements and omissions concerning the Company’s financial performance and future

On October 10, 2017,

all defendants filed a motion to dismiss or to stay the action, contending that Feinberg’s claims were encompassed by various

written contracts in which he had agreed that any disputes he had with the Company should be litigated exclusively in the courts

in New York City.

While that motion was pending, on November 14, 2017, Feinberg voluntarily dismissed his complaint, in its entirety,

without prejudice.

On March 27, 2018,

Feinberg, purportedly joined by the Jeffrey L.

Feinberg Personal Trust and the Jeffrey L.

Feinberg Family

Trust, filed a complaint against the Company and certain of its former officers and directors.

The complaint was filed in the

Supreme Court of the State of New York, County of New York.

The plaintiffs purported to state claims under Sections 11, 12(a)(2)

and 15 of the federal Securities Act of 1933 and common law claims for “actual fraud and fraudulent concealment,”

constructive fraud, and negligent misrepresentation, seeking unspecified money damages (including punitive damages), as well as

costs and attorneys’

fees, and equitable or injunctive relief.

On June 15, 2018, the defendants filed a motion to dismiss

all claims asserted in the complaint and, on July 27, 2018, the plaintiffs filed an opposition to that motion.

The court heard

argument on the motion and, on January 15, 2019, the court granted the motion to dismiss, allowing 30 days for the filing of an

amended complaint.

On February 15, 2019, Jeffrey Feinberg, individually and as trustee of the Jeffrey L.

Feinberg Personal Trust,

and Terrence K.

Ankner, as trustee of the Jeffrey L.

Feinberg Family Trust, filed an amended complaint that purports to state

the same claims and seeks the same relief sought in the original complaint.

On March 7 and 22, 2019, defendants filed motions

to dismiss the amended complaint and on April 5, 2019, plaintiffs filed an opposition to those motions.

The court heard oral argument

on the motions to dismiss on July 9, 2019, and at the conclusion of the argument the court took the motions under submission.

The parties are waiting for the court’s rulings on the motions to dismiss and, while the motions have been under submission,

no discovery has been taken and there have been no other significant developments in the case.

Feinberg Family Trust, refiled the alleged

claims described above in a lawsuit filed in the Supreme Court of the State of New York, County of New York.

The new lawsuit is

entitled Jeffrey Feinberg, Jeffrey L.

Feinberg Personal Trust, and Jeffrey L.

Feinberg Family Trust v.

Marathon Patent Group,

Inc., Doug Croxall, and Francis Knuettel II , Index No.

651463/2018 (the “NY Action”).

The plaintiffs purported

to state claims under Sections 11, 12(a)(2) and 15 of the federal Securities Act of 1933, and to state common law claims for “actual

fraud and fraudulent concealment,”

constructive fraud, and negligent misrepresentation.

The plaintiffs sought unspecified

money damages (including punitive damages), as well as costs and attorneys’

fees, and equitable or injunctive relief, all

based on allegations that over a period extending from approximately May 2015 through May 2017 they purchased Company securities

and were induced to continue holding shares of the Company’s stock through their reliance on a series of purported misstatements

and omissions concerning the Company’s financial performance and future prospects.

On June 15, 2018, all

defendants filed a motion to dismiss the complaint in the NY Action asserting, among other arguments, that the Jeffrey L.

Personal Trust and the Jeffrey L.

Feinberg Family Trust lack capacity to sue, that the purported state law “holder”

claims are barred as a matter of law, and that plaintiffs otherwise failed to state facts sufficient to state a claim.

opposed the motion.

After the motion was fully briefed, the court conducted an oral argument on January 16, 2019.

At the conclusion

of the argument, the court granted the motion to dismiss, allowing plaintiff Feinberg 30 days’

time to replead.

In addition, concurrent

with filing their motion to dismiss, the defendants filed a motion to stay discovery pursuant to the mandatory stay provisions

of the Private Securities Litigation Reform Act of 1995 and local state rules.

The plaintiffs filed a statement of non-opposition

to the motion to stay discovery, and on January 9, 2019, the court granted that motion.

On February 15, 2019,

Feinberg, in his individual capacity and purportedly as trustee of the Jeffrey L.

Feinberg Personal Trust, and Terrence K.

purportedly as trustee of the Jeffrey L.

Feinberg Family Trust, filed what they styled as an “Amended Complaint.”

These plaintiffs purport to state claims against the Company, Doug Croxall and Francis Knuettel II under Sections 11, 12(a)(2)

and 15 of the federal Securities Act of 1933, and to state common law claims for “actual fraud and fraudulent concealment,”

constructive fraud, and negligent misrepresentation.

In the Amended Complaint, the plaintiffs seek unspecified money damages (including

punitive damages), as well as costs and attorneys’

fees, and equitable or injunctive relief, all based on allegations that

over a period extending from approximately May 2015 through May 2017 they purchased Company securities and were induced to continue

holding shares of the Company’s stock through their reliance on a series of purported misstatements and omissions concerning

the Company’s financial performance and future prospects.

On March 7, 2019, defendants

Marathon Patent Group, Inc.

and Doug Croxall filed a motion to dismiss the Amended Complaint, and on March 22, 2019, defendant

Francis Knuettel II filed a motion to dismiss the Amended Complaint.

On April 5, 2019, plaintiffs filed an opposition to defendants’

motions to dismiss, and on April 17, 2019 defendants filed reply papers in support of the motions to dismiss.

On July 9, 2019,

the court heard the parties’

oral arguments and, at the conclusion of those arguments, took the motions to dismiss under

On March 13, 2020, the court issued its Decision in which it granted the motions to dismiss in full and ordered that

the case be dismissed with prejudice.

On or about May 4, 2020, the plaintiffs filed a notice of appeal.

Plaintiffs filed their

opening appellate brief on January 4, 2021, and defendants filed their responsive appellate briefs on February 3, 2021.

are now awaiting oral argument on the appeal.

July 20, 2018, Tony Ramirez filed a complaint against the Company and certain of its former directors.

26 unchanged sentences

successful in their case against Amazon.

Ho, an individual v.

Marathon Patent Group, Inc., a Nevada Corporation, Case No.

5:21-cv-00339-PSG-SPx (C.D.

Cal.) On January

14, 2021, Plaintiff Michael Ho (“Plaintiff”

or “Ho”) filed a Civil Complaint for Damages and Restitution

(“Complaint”) against the Company and 10 Doe Defendants.

The Complaint alleges six causes of action against the Company,

(1) Breach of Written Contract;

(2) Brach of Implied Contract;

(3) Quasi-Contract;

(4) Services Rendered;

(5) Intentional Interference

with Prospective Economic Relations;

and (6) Negligent Interference with Prospective Economic Relations, which interestingly is

the one plead against “all Defendants”

and is most likely to involve later named defendants.

The claims arise from

the same set of facts, Ho alleges that the Company profited from commercially sensitive information he shared with the Company

and then it refused to compensate him for his role in securing the acquisition of Beowulf.

In connection with his Complaint, Plaintiff

alleges that in early 2020, he obtained information that an electricity producer, Beowulf Energy, had available, unused capacity

and that he obtained pricing information and approached Mr.

Okamoto “concerning a proposed transaction that would be favorable

to MARA.”

Plaintiff specifically alleges to have been damaged in an amount in excess of $30,000,000 (and pleads such damages

for each cause of action) and costs of suit.

In addition, if successful, Plaintiff would be able to claim attorney’s fees

as a prevailing party.

Defendant denies liability.

The Company denies breaching the NDA with Mr.

Ho and further alleges that the

agreement reached with Beowulf Energy was a result of an independent commercial relationship.

b) the progress of the case to date.

On February 22, 2021, the Company responded to Mr.

Ho’s Complaint with a general denial and the assertion of applicable

affirmative defenses.

Then, on February 25, 2021, the Company removed the matter to federal court.

The court has not set an initial

scheduling conference yet so there are no significant litigation deadlines at this point in time.

The Company is in the process

of early facts investigation and discussions with Mr.

Ho’s legal counsel about case scheduling, including a discovery plan.

MINE SAFETY DISCLOSURES.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings