What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-03-16 compared with 2020-03-24 · 148 added, 102 removed, 266 unchanged (48% of the section changed)

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common stock is currently quoted on The NASDAQ Capital Market under the symbol “MARA”.

Previously, our common stock

was quoted on the OTC Bulletin Board under the symbol “MARA,”

and prior to that, under the symbol “AMSC”.

of March 12, 2021, there were 230 holders of record of 98,804,636 shares of the Company’s Common Stock.

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advisors and other service providers.

As of March 23, 2020, the 2012, 2014, 2017 and 2018 Equity Incentive Plans had outstanding

grants and remaining unissued shares, taking into account issuance of restricted stock to officers and directors, as follows:

On January 15, 2021, the Company’s shareholders approved an increase in the number

of shares authorized for issuance under the 2018 Equity Incentive Plan by 5,000,000 shares, which increase took effect automatically.

As of March 12, 2021, the 2012, 2014, 2017 and 2018 Equity Incentive Plans had outstanding grants and remaining unissued shares,

taking into account issuance of restricted stock to officers and directors, as follows:

Compensation Plan Information

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of securities to be issued upon exercise

of outstanding options,

warrants and rights

exercise price of

outstanding options,

warrants and rights

of securities

remaining available for future issuance under equity compensation

Number of securities

available for future issuance under equity compensation

Equity compensation plans approved by security holders

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at $0.90 per share.

The $513,700 set forth on the balance sheet for mining servers payable reflects the fair value of 583,750

shares to be issued at $0.88 per share to conclude the purchase of the Miners at December 31, 2019.

The Company recorded change

in fair value of mining payable of $507,862 during the year ended December 31, 2019.

There is no requirement for the Company to

make a payment in cash in lieu of issuing the remaining shares.

On March 30, 2020, the Company has issued an additional 350,250 shares at $1.75 per share.

The $513,700 set

forth on the balance sheet for mining servers payable reflects the fair value of 583,750 shares to be issued at $0.88 per share

to conclude the purchase of the Miners at December 31, 2019.

The Company recorded change in fair value of mining payable of $66,547

and $507,862 during the year ended December 31, 2020 and 2019, respectively..

As of December 31, 2020, there is no requirement

for the Company to make a payment in cash in lieu of issuing the remaining shares.

Subsequent to year end, on January 14, 2021,

the Company sold its inventory of approximately 5,900 S9, 13.5 TH/s miners.

As such, management determined that those crypto-currency

machines were impaired by a total of $871,302 based upon an assessment as of December 31, 2020.

June 1, 2020, the Company issued 2,023,739 shares at $0.60 per share pursuant to the conversion of $999,106 of principal and $215,137

of interest related to the extinguishment of the Convertible Note.

October 6, 2020, the Company issued 6,000,000 shares at $1.87 per share pursuant to the Long Term Prepaid Service Contract with

Liefern LLC and Lucky Liefern LLC each receiving 3,000,000 shares for the operation and servicing of the Hardin, Montana facility

through September 2025.

Repurchases of Securities

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were incorporated in the State of Nevada on February 23, 2010 under the name Verve Ventures, Inc.

On December 7, 2011, we changed

our name to American Strategic Minerals Corporation and were engaged in exploration and potential development of uranium and vanadium

minerals business.

In June 2012, we discontinued our minerals business and began to invest in real estate properties in Southern

In October 2012, we discontinued our real estate business when our former CEO joined the firm and we commenced our

IP licensing operations, at which time the Company’s name was changed to Marathon Patent Group, Inc.

On November 1, 2017,

we entered into a merger agreement with Global Bit Ventures, Inc.

As of the date of this filing,

our name has been changed to Marathon Digital Holdings, Inc.

On December 7, 2011, we changed our name to American Strategic Minerals

Corporation and were engaged in exploration and potential development of uranium and vanadium minerals business.

In June 2012,

we discontinued our minerals business and began to invest in real estate properties in Southern California.

In October 2012, we

discontinued our real estate business when our former CEO joined the firm and we commenced our IP licensing operations, at which

time the Company’s name was changed to Marathon Patent Group, Inc.

On November 1, 2017, we entered into a merger agreement

with Global Bit Ventures, Inc.

(“GBV”), which is focused on mining digital assets.

We have since purchased our cryptocurrency mining machines and established a data center in Canada to mine digital assets.

the merger, we intended to add GBV’s existing technical capabilities and digital asset miners and expand our activities

in the mining of new digital assets, while at the same time harvesting the value of our remaining IP assets.

On June 28, 2018,

the board has determined that it is in the best interests of the Company and its shareholders to allow the Amended Merger Agreement

to expire on its current termination date of June 28, 2018 without further negotiation or extension.

The Board approved to issue

750,000 shares of our common stock to GBV as a termination fee for canceling the proposed merger between the two companies.

fair value of the common stocks was $2,850,000.

With the current worldwide situation caused by COVID-19 and related circumstances,

there can be no assurances as to when we may see any recovery in the bitcoin market, and if so, whether any recovery might be

We have since purchased our cryptocurrency

mining machines and established a data center in Canada to mine digital assets.

Following the merger, we intended to add GBV’s

existing technical capabilities and digital asset miners and expand our activities in the mining of new digital assets, while

at the same time harvesting the value of our remaining IP assets.

On June 28, 2018, the board has determined that it is in the

best interests of the Company and its shareholders to allow the Amended Merger Agreement to expire on its current termination

date of June 28, 2018 without further negotiation or extension.

The Board approved to issue 750,000 shares of our common stock

to GBV as a termination fee for canceling the proposed merger between the two companies.

The fair value of the common stocks was

of Digital Asset Mining Servers

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The Company recorded change

in fair value of mining payable of $507,862 during the year ended December 31, 2019.

There is no requirement for the Company to

make a payment in cash in lieu of issuing the remaining shares.

in fair value of mining payable of $66,547 and $507,862 during the year ended December 31, 2020 and 2019, respectively..

is no requirement for the Company to make a payment in cash in lieu of issuing the remaining shares.

Subsequent to year end, on

January 14, 2021, the Company sold its inventory of approximately 5,900 S9, 13.5 TH/s miners.

As such, management determined that

those crypto-currency machines were impaired by a total of $871,302 based upon an assessment as of December 31, 2020.

Accounting Policies and Estimates

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Subsequent reversal of impairment losses is not permitted.

December 31, 2020, we carried $2.272 million of digital assets on our balance sheet, consisting of the approximately 126 bitcoins,

and held $141.3 million in cash and cash equivalents, compared to $0.001 million of digital assets and $0.7 million in cash and

cash equivalents at December 31, 2019, reflecting the shift in our liquid assets.

As of March 4, 2021, we held approximately 5,035

bitcoins, of which, 4,813 bitcoins were acquired at an aggregate purchase price of $150 million at an average purchase price of

approximately $31,137 per bitcoin, inclusive of fees and expenses.

We expect to purchase additional bitcoin in future periods,

though we may also sell bitcoin in future periods as needed to generate Cash Assets for treasury management purposes.

of Long-lived Assets

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impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the

Based on its reviews, management determined that its crypto-currency machines were impaired by a total of $2,222,688 based

upon an assessment as of December 31, 2018, including consideration of the decline in bitcoin values which occurred commencing

in late December 2017 and into 2018.

During the year ended December 31, 2019 we moved certain of our bitcoin miners to a new location

in the United States and recorded an impairment of $447,776 in our leasehold improvements in Canada.

Subsequent to year end, on January 14, 2021, the Company sold its inventory of approximately 5,900 S9, 13.5 TH/s miners.

As such, management determined that those crypto-currency machines were impaired by a total of $871,302 based upon an assessment

as of December 31, 2020.

During the year ended December 31, 2019 we moved certain of our bitcoin miners to a new location in the

United States and recorded an impairment of $447,776 in our leasehold improvements in Canada.

Issued Accounting Standards

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generated revenues of $4.4 million during the year ended December 31, 2020 as compared to $1.2 million during the year ended December

For the year ended December 31, 2019, this represented a decrease of $0.4 million or 24%.

For the year ended December 31, 2020, this represented an increase of $3.2 million or 268%.

Revenue for the years ended

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cost of revenues during the year ended December 31, 2020 and 2019 amounted to approximately $7.0 million and $2.5 million, respectively.

For the year ended December 31, 2019, this represented a decrease of $0.9 million or 26%.

For the year ended December 31, 2020, this represented an increase of $4.5 million or 182%.

Direct costs of revenue include depreciation

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incurred other operating expenses of $7.2 million for the year ended December 31, 2020 and $2.9 million for the year ended December

For the year ended December 31, 2019, this represented a decrease of $7.3 million or 71%.

These expenses primarily consisted

of the impairment of mining equipment, compensation to our officers, directors and employees, professional fees and consulting

incurred in connection with the day-to-day operation of our business and break-up fee to GBV.

For the year ended December 31, 2020, this represented an increase of $4.3 million or 144%.

These expenses primarily

consisted of the impairment of mining equipment, compensation to our officers, directors and employees, professional fees and

consulting incurred in connection with the day-to-day operation of our business and break-up fee to GBV.

operating expenses consisted of the following:

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Impairment of leasehold improvements (6)

Break-up fee - issuance of shares to GBV (7)

expense and related taxes:

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For the year ended December 31, 2020 and 2019, compensation expense and related payroll taxes

were $1.5 million and $2.0 million, a decrease of $0.5 million or 26%.

were $4.7 million and $1.5 million, an increase of $3.3 million or 221%.

During the years ended December 31, 2020 and 2019,

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services as well as other consulting services.

The decrease in consulting fees for the year ended December 31, 2019 compared

to the same period in the prior year was primarily due to the consulting fees paid to our executives before their employment.

For the year ended December 31, 2019 and 2018, professional fees were $0.4 million and $1.2 million, respectively, a

decrease of $0.8 million or 65%.

The increase in consulting fees for the year ended December 31, 2020 compared

to the same period in the prior year was primarily due to the write-off of prepaid consulting fees from a prior period.

For the year ended December 31, 2020 and 2019, professional fees were $0.7 million and $0.4 million, respectively, an

increase of $0.3 million or 74%.

Professional fees primarily reflect the costs of professional outside accounting fees, legal

fees and audit fees.

The decrease in professional fees was mainly the result of legal fees and accounting fees related to

the merger and expanding our business in crypto currency mining in the period of 2018.

The increase in professional fees was mainly the result of legal fees related to the ATM financing offerings.

general and administrative expenses:

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improvements in the amounts of $0.4 million.

issuance of shares to GBV:

For the year ended December 31, 2018, the Board approved to issue 750,000 shares of

our common stock to Global Bit Ventures, Inc as a termination fee for canceling the proposed merger between the two companies.

The fair value of the common stock was $2.9 million.

reported operating loss from continuing operations of $9.8 million and $4.2 million for the years ended December 31, 2020 and

2019, respectively.

other income was $0.7 million for the year ended December 31, 2019 compare to total other expenses of $0.7 million for the year

other expenses were $0.6 million for the year ended December 31, 2020 compared to total other income of $0.7 million for the year

ended December 31, 2019.

The changes were mainly due to the amortization of debt discount related to the notes conversions and

change in fair value of the warrant liability in 2018 and change in fair value of mining payable in 2019.

The changes are de minimis.

Loss Available to Common Shareholders

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contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

reflected in the consolidated financial statements, the Company had and accumulated deficit of approximately $105.6 million at

December 31, 2019, a net loss of approximately $3.5 million and approximately $3.3 million net cash used in operating activities

for the year ended December 31, 2019.

These factors raise substantial doubt about the Company’s ability to continue as a

going concern.

reflected in the consolidated financial statements, the Company had and accumulated deficit of approximately $116.1 million and

$105.6 million at December 31, 2020 and December 31, 2019, respectively, a net loss of approximately $10.4 million and $3.5 million,

respectively, and approximately $7.8 million and $3.3 million net cash used in operating activities for the year ended December

31, 2020 and December 31, 2019, respectively.

is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise

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compared to $0.7 million at December 31, 2019.

working capital decreased by $1.1 million, to working capital deficit of $0.4 million at December 31, 2019 from working capital

of $0.7 million at December 31, 2018.

The increase in liquidity is due to the issuance of common stock during 2020 as

it relates to the various At The Market Offerings.

working capital increased by $285.3 million, to working capital of $285.0 million at December 31, 2020 from working capital

deficit of $0.4 million at December 31, 2019.

used in operating activities was $7.8 million during the year ended December 31, 2020 compared to $3.3 million during the year

ended December 31, 2019.

provided by investing activities was $1.2 million during the year ended December 31, 2019 compared to cash used of $4.2

million for the year ended December 31, 2018.

provided by financing activities was $0.2 million during the year ended December 31, 2019 compared to $0 for the year ended December

August 2, 2019, the Company issued 16,081 shares of common stock under the At The Market Offering for the total proceeds of $35,764,

net of offering cost of $1,371.

September 10, 2019, the Company issued 17,764 shares of common stock under the At The Market Offering for the total proceeds of

$33,272, net of offering cost of $1,301.

September 11, 2019, the Company issued 3,450 shares of common stock under the At The Market Offering for the total proceeds of

$6,312, net of offering cost of $450.

September 12, 2019, the Company issued 4,319 shares of common stock under the At The Market Offering for the total proceeds of

$8,104, net of offering cost of $506.

October 29, 2019, the Company issued 9,760 shares of common stock under the At The Market Offering for the total proceeds of $15,793,

net of offering cost of $753.

October 30, 2019, the Company issued 5,750 shares of common stock under the At The Market Offering for the total proceeds of $8,964,

net of offering cost of $536.

November 26, 2019, the Company issued 78,844 shares of common stock under the At The Market Offering for the total proceeds of

$104,184, net of offering cost of $3,612.

November 29, 2019, the Company issued 13,193 shares of common stock under the At The Market Offering for the total proceeds of

$17,854, net of offering cost of $825.

December 12, 2019, the Company issued 22,965 shares of common stock under the At The Market Offering for the total proceeds of

$25,645, net of offering cost of $1,088.

on our current revenue and profit projections, we are uncertain that our existing cash will be sufficient to fund its operations

through at least the next twelve months, raising substantial doubt regarding our ability to continue operating as a going concern.

If we do not meet our revenue and profit projections or the business climate turns negative, then we will need to:

additional funds to support our operations;

provided, however, there is no assurance that we will be able to raise such additional

funds on acceptable terms, if at all.

If we raise additional funds by issuing securities, existing stockholders may be diluted;

strategic alternatives.

adequate funds are not available, we may be required to curtail our operations or other business activities or obtain funds through

arrangements with strategic partners or others that may require us to relinquish rights to certain technologies or potential markets.

used in investing activities was $81.3 million during the year ended December 31, 2020 compared to cash provided of $1.2 million

for the year ended December 31, 2019.

provided by financing activities was $229.7 million during the year ended December 31, 2020 compared to $0.2 million for the year

ended December 31, 2019.

the month of August 2019, the Company issued 16,081 shares of common stock under the At The Market Offering for the total proceeds

of $35,764, net of offering cost of $1,371.

the month of September 2019, the Company issued 25,533 shares of common stock under the At The Market Offering for the total proceeds

of $47,689, net of offering cost of $2,257.

the month of October 2019, the Company issued 15,510 shares of common stock under the At The Market Offering for the total proceeds

of $24,756, net of offering cost of $1,289.

the month of November 2019, the Company issued 92,037 shares of common stock under the At The Market Offering for the total proceeds

of $122,039, net of offering cost of $4,437.

the month of December 2019, the Company issued 22,965 shares of common stock under the At The Market Offering for the total proceeds

of $25,645, net of offering cost of $1,088.

the month of January 2020, the Company issued 118,524 shares of common stock under the At The Market Offering for the total proceeds

of $131,215, net of offering cost of $5,045.

the month of February 2020, the Company issued 186,211 shares of common stock under the At The Market Offering for the total proceeds

of $220,802, net of offering cost of $8,687.

the month of March 2020, the Company issued 98,340 shares of common stock under the At The Market Offering for the total proceeds

of $49,874, net of offering cost of $3,042.

March 30, 2020, the Company issued 350,250 shares of common stock in exchange for S9 miners with a fair market value of $612,938.

the month of April 2020, the Company issued 3,016,385 shares of common stock under the At The Market Offering for the total proceeds

of $1,514,969, net of offering cost of $58,532.

the month of May 2020, the Company issued 5,987,723 shares of common stock under the At The Market Offering for the total proceeds

of $3,607,398, net of offering cost of $127,765.

the month of June 2020, the Company issued 1,540,710 shares of common stock under the At The Market Offering for the total proceeds

of $1,537,346, net of offering cost of $51,526.

June 1, 2020, the Company issued 2,023,739 shares of common stock in exchange for the conversion and extinguishment of the note

payable outstanding in an amount of $999,106.

the month of August 2020, the Company issued 5,820,761 shares of common stock under the At The Market Offering for the total proceeds

of $20,178,935, net of offering cost of $630,283.

the month of September 2020, the Company issued 943,981 shares of common stock under the At The Market Offering for the total

proceeds of $2,516,199, net of offering cost of $78,874.

the month of October 2020, the Company issued 7,813,218 shares of common stock under the At The Market Offering for the total

proceeds of $21,320,409, net of offering cost of $665,773.

October 6, 2020, the Company issued 6,000,000 shares of common stock in exchange for five years of services pursuant to the Power

Purchase Agreement and Data Facility Services Agreement for the total proceeds of $0, net of offering cost of $0 valued at the

time of execution at $1.87 per share or $11,220,000 in aggregate.

the month of November 2020, the Company issued 5,851,295 shares of common stock under the At The Market Offering for the total

proceeds of $16,685,649, net of offering cost of $519,992.

the month of December 2020, the Company issued 22,924,550 shares of common stock under the At The Market Offering for the total

proceeds of $239,301,605, net of offering cost of $7,255,610.

believe that existing cash and cash equivalents held by us and cash and cash equivalents anticipated to be generated by us are

sufficient to meet working capital requirements, anticipated capital expenditures, and contractual obligations for at least the

next 12 months.

As of December 31, 2020, we held approximately 125 bitcoins.

Subsequent to year end, in January 2021, we purchased

over 4,800 bitcoin for approximately $150 million.

We do not believe we will need to sell any of our bitcoins within the next

twelve months to meet our working capital requirements, although we may from time to time sell bitcoins as part of treasury management

operations, including to increase our cash balances.

The Bitcoin market historically has been characterized by significant volatility

in its price, limited liquidity and trading volumes compared to sovereign currencies markets, relative anonymity, a developing

regulatory landscape, susceptibility to market abuse and manipulation, and various other risks inherent in its entirely electronic,

virtual form and decentralized network.

During times of instability in the Bitcoin market, we may not be able to sell our bitcoins

at reasonable prices or at all.

As a result, our bitcoins are less liquid than our existing cash and cash equivalents and may

not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalents.

In addition, upon sale of

our bitcoin, we may incur additional taxes related to any realized gains or we may incur capital losses as to which the tax deduction

may be limited.

Sheet Arrangements

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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 5. Market for Registrant’s Common Equity