What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-03-16 · 52 added, 403 removed, 11 unchanged (98% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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

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

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

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

of March 9, 2022, there were 249 holders of record of 103,052,069 shares of the Company’s Common Stock.

Authorized for Issuance under Equity Compensation Plans

2014, 2017 and 2018 Equity Incentive Plans

following table gives information about the Company’s common stock that may be issued upon the exercise of options granted

to employees, directors and consultants under its 2012, 2014, 2017 and 2018 Equity Incentive Plans as of December 31, 2021.

August 1, 2012, our board of directors and stockholders adopted the 2012 Equity Incentive Plan, pursuant to which 96,154 shares

of our common stock are reserved for issuance as awards to employees, directors, consultants, advisors and other service providers.

On September 16, 2014, our board of directors adopted the 2014 Equity Incentive Plan, subsequently approved by the shareholders

on July 31, 2015, pursuant to which up to 125,000 shares of our common stock, stock options, restricted stock, preferred stock,

stock-based awards and other awards are reserved for issuance as awards to employees, directors, consultants, advisors and other

service providers.

On September 6, 2017, our board of directors adopted the 2017 Equity Incentive Plan, subsequently approved

by the shareholders on September 29, 2017, pursuant to which up to 625,000 shares of our common stock, stock options, restricted

stock, preferred stock, stock-based awards and other awards are reserved for issuance as awards to employees, directors, consultants,

advisors and other service providers.

On January 1, 2018, our board of directors adopted the 2018 Equity Incentive Plan, subsequently

approved by the shareholders on March 7, 2018, pursuant to which up to 2,500,000 shares of our common stock, stock options, restricted

stock, preferred stock, stock-based awards and other awards are reserved for issuance as awards to employees, directors, consultants,

advisors and other service providers.

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:

following table gives information about the Company’s common stock that may be issued upon the exercise of options granted to employees,

directors and consultants under its 2012, 2014, 2017 and 2018 Equity Incentive Plans as of December 31, 2021.

On August 1, 2012, our

board of directors and stockholders adopted the 2012 Equity Incentive Plan, pursuant to which 96,154 shares of our common stock are reserved

for issuance as awards to employees, directors, consultants, advisors and other service providers.

On September 16, 2014, our board of

directors adopted the 2014 Equity Incentive Plan, subsequently approved by the shareholders on July 31, 2015, pursuant to which up to

125,000 shares of our common stock, stock options, restricted stock, preferred stock, stock-based awards and other awards are reserved

for issuance as awards to employees, directors, consultants, advisors and other service providers.

On September 6, 2017, our board of

directors adopted the 2017 Equity Incentive Plan, subsequently approved by the shareholders on September 29, 2017, pursuant to which

up to 625,000 shares of our common stock, stock options, restricted stock, preferred stock, stock-based awards and other awards are reserved

for issuance as awards to employees, directors, consultants, advisors and other service providers.

On January 1, 2018, our board of directors

adopted the 2018 Equity Incentive Plan, subsequently approved by the shareholders on March 7, 2018, pursuant to which up to 2,500,000

shares of our common stock, stock options, restricted stock, preferred stock, stock-based awards and other awards are reserved for issuance

as awards to employees, directors, consultants, advisors and other service providers.

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

3 unchanged sentences

warrants and rights

Number of securities

available for future issuance under equity compensation

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

of securities

remaining available for future issuance under equity compensation

Equity compensation plans approved

by security holders

Equity compensation plans not approved by security

issuances of unregistered securities

January 3, 2018, the Company issued 150,000 shares of the Company’s Common Stock pursuant to the conversion of $480,000

in principal amount invested in the Convertible Note.

January 4, 2018, the Company issued 150,000 shares of the Company’s Common Stock pursuant to the conversion of $480,000

in principal amount invested in the Convertible Note.

January 6, 2018, the Company issued 150,000 shares of the Company’s Common Stock pursuant to the conversion of $480,000

in principal amount invested in the Convertible Note.

January 11, 2018, the Company entered into a Patent Rights Purchase and Assignment Agreement with XpresSpa Group, Inc., a Delaware

Corporation and Crypto Currency Patent Holdings Company LLC, a Delaware limited liability company and wholly owned subsidiary

of the Company (“CCPHC”).

The Company issued 62,500 shares of common stock of the Company, par value $0.0001 per share,

subject to the terms and conditions of a lock-up agreement.

January 11, 2018, the Company agreed to issue 6,250 shares of the Company’s common stock to Andrew Kennedy Lang, one of

the named inventors of the patents, in exchange for consulting services, and 12,500 shares of the Company’s common stock

to another individual in exchange for consulting services, in connection with the acquisition of the Assigned IP.

February 5, 2018, the Company issued 7,763 shares of the Company’s Common Stock pursuant to the conversion of $24,842 in

principal amount invested in the Convertible Note.

February 27, 2018, the Company issued 175,000 shares of the Company’s Common Stock pursuant to the conversion of $560,000

in principal amount invested in the Convertible Note.

February 28, 2018, the Company issued 4,601 shares of the Company’s Common Stock to board members as compensation earned

as members of the board.

March 6, 2018, the Company issued 4,433 shares of the Company’s Common Stock pursuant to the exercise of 4,433 shares of

March 8, 2018, the Company issued 12,500 shares of the Company’s Common Stock pursuant to the conversion of $40,000 in principal

amount invested in the Convertible Note.

March 14, 2018, the Company issued 105,636 shares pursuant to the conversion of 106 shares of the Company’s Series E Convertible

Preferred Stock.

March 15, 2018, the Company issued 89,250 shares pursuant to the conversion of 89 shares of the Company’s Series E Convertible

Preferred Stock.

March 16, 2018, the Company issued 89,250 shares pursuant to the conversion of 89 shares of the Company’s Series E Convertible

Preferred Stock.

March 19, 2018, the Company issued 74,250 shares pursuant to the conversion of 74 shares of the Company’s Series E Convertible

Preferred Stock.

March 20, 2018, the Company issued 89,250 shares pursuant to the conversion of 89 shares of the Company’s Series E Convertible

Preferred Stock.

March 21, 2018, the Company issued 89,250 shares pursuant to the conversion of 89 shares of the Company’s Series E Convertible

Preferred Stock.

March 22, 2018, the Company issued 89,250 shares pursuant to the conversion of 89 shares of the Company’s Series E Convertible

Preferred Stock.

March 23, 2018, the Company issued 89,250 shares pursuant to the conversion of 89 shares of the Company’s Series E Convertible

Preferred Stock.

March 26, 2018, the Company issued 89,250 shares pursuant to the conversion of 89 shares of the Company’s Series E Convertible

Preferred Stock.

March 26, 2018, the Company issued 9,608 shares of the Company’s Common Stock pursuant to the conversion of $30,746 in principal

amount invested in the Convertible Note.

March 27, 2018, the Company issued 87,750 shares pursuant to the conversion of 88 shares of the Company’s Series E Convertible

Preferred Stock.

April 17, 2018, the Company issued 12,500 shares to Mr.

Knuettel pursuant to his termination agreement.

In connection with this

issuance, the Company valued the shares at the quoted market price on the date of grant at $6.88 per share or $86,000.

The transaction

did not involve any underwriters, underwriting discounts or commissions, or any public offering.

The issuance of these securities

was deemed to be exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof, as a transaction

by an issuer not involving a public offering.

April 27, 2018, the Company issued 300,000 shares of the Company’s Common Stock pursuant to the conversion of $960,000 in

principal amount invested in the Convertible Note.

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.

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 stocks was $2,850,000.

August 2, 2018, the Company issued 121,250 shares pursuant to the conversion of 121 shares of the Company’s Series E Convertible

Preferred Stock.

August 10, 2018, the Company issued 121,250 shares pursuant to the conversion of 121 shares of the Company’s Series E Convertible

Preferred Stock.

August 21, 2018, the Company issued 121,250 shares pursuant to the conversion of 121 shares of the Company’s Series E Convertible

Preferred Stock.

August 29, 2018, the Company issued 121,250 shares pursuant to the conversion of 121 shares of the Company’s Series E Convertible

Preferred Stock.

September 30, 2019, the Company consummated the purchase of 6000 S-9 Bitmain 13.5 TH/s Bitcoin Antminers (“Miners”)

from SelectGreen Blockchain Ltd., a British Columbia corporation, for which the purchase price was $4,086,250 or 2,335,000 shares

of its common stock at a price of $1.75 per share.

As a result of an exchange cap requirement imposed in conjunction with the

Company’s Listing of Additional Shares application filed with Nasdaq to the transaction, the Company issued 1,276,442 shares

of its common stock which represented $2,233,773 of the $4,086,250 (constituting 19.9% of the issued and outstanding shares on

the date of the Asset Purchase Agreement) and upon the receipt of shareholder approval, at the Annual Shareholders Meeting to

be held on November 15, 2019, the Company can issue the balance of the 1,058,558 unregistered common stock shares.

The shareholders

did approve the issuance of the additional shares at the Annual Shareholders Meeting.

The Company has issued and additional 474,808

at $0.90 per share.

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.

September 30, 2019, the Company consummated the purchase of 6000 S-9 Bitmain 13.5 TH/s Bitcoin Antminers (“Miners”) from

SelectGreen Blockchain Ltd., a British Columbia corporation, for which the purchase price was $4,086,250 or 2,335,000 shares of its common

stock at a price of $1.75 per share.

As a result of an exchange cap requirement imposed in conjunction with the Company’s Listing

of Additional Shares application filed with Nasdaq to the transaction, the Company issued 1,276,442 shares of its common stock which

represented $2,233,773 of the $4,086,250 (constituting 19.9% of the issued and outstanding shares on the date of the Asset Purchase Agreement)

and upon the receipt of shareholder approval, at the Annual Shareholders Meeting to be held on November 15, 2019, the Company can issue

the balance of the 1,058,558 unregistered common stock shares.

The shareholders did approve the issuance of the additional shares at

the Annual Shareholders Meeting.

The Company has issued and additional 474,808 at $0.90 per share.

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, 2020.

recorded change in fair value of mining payable of $66,547 and $507,862 during the year ended December 31, 2021 and 2019, respectively.

As of December 31, 2021, there is no requirement for the Company to make a payment in cash in lieu of issuing the remaining shares.

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, 2021.

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.

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

Repurchases of Securities

SELECTED FINANCIAL DATA

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 (the “Exchange Act”)

and are not required to provide the information under this item.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis is intended as a review of significant factors affecting our financial condition and results

of operations for the periods indicated.

The discussion should be read in conjunction with our consolidated financial statements

and the notes presented herein.

In addition to historical information, the following Management’s Discussion and Analysis

of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties.

actual results could differ significantly from those expressed, implied or anticipated in these forward-looking statements as

a result of certain factors discussed herein and any other periodic reports filed and to be filed with the Securities and Exchange

Note Regarding Forward-Looking Statements

report and other documents that we file with the Securities and Exchange Commission contain forward-looking statements that are

based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs and

our management’s assumptions.

Statements that are not historical facts are forward-looking statements.

Words such as “expect,”

“outlook,”

“forecast,”

“would,”

“could,”

“should,”

“project,”

“intend,”

“plan,”

“continue,”

“sustain”, “on track”, “believe,”

“seek,”

“estimate,”

“anticipate,”

“may,”

“assume,”

and variations

of such words and similar expressions are often used to identify such forward-looking statements, which are made pursuant to the

safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

These forward- looking statements are not guarantees

of future performance and involve risks, assumptions and uncertainties, including, but not limited to, those described in our

reports that we file or furnish with the Securities and Exchange Commission.

Should one or more of these risks or uncertainties

materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated

by such forward-looking statements.

Accordingly, you are cautioned not to place undue reliance on these forward-looking statements,

which speak only as of the date they are made.

Except to the extent required by law, we undertake no obligation to update publicly

any forward-looking statements after the date they are made, whether as a result of new information, future events, changes in

assumptions or otherwise.

of the Company

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

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

September 30, 2019, the Company consummated the purchase of 6000 S-9 Bitmain 13.5 TH/s Bitcoin Antminers (“Miners”)

from SelectGreen Blockchain Ltd., a British Columbia corporation, for which the purchase price was $4,086,250 or 2,335,000 shares

of its common stock at a price of $1.75 per share.

As a result of an exchange cap requirement imposed in conjunction with the

Company’s Listing of Additional Shares application filed with Nasdaq to the transaction, the Company issued 1,276,442 shares

of its common stock which represented $2,233,773 of the $4,086,250 (constituting 19.9% of the issued and outstanding shares on

the date of the Asset Purchase Agreement) and upon the receipt of shareholder approval, at the Annual Shareholders Meeting to

be held on November 15, 2019, the Company can issue the balance of the 1,058,558 unregistered common stock shares.

The shareholders

did approve the issuance of the additional shares at the Annual Shareholders Meeting.

The Company has issued and additional 474,808

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 $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

believe that the following accounting policies are the most critical to aid you in fully understanding and evaluating this management

discussion and analysis:

currencies are included in current assets in the consolidated balance sheets as intangible assets with indefinite useful lives.

Digital currencies are recorded at cost less impairment.

intangible asset with an indefinite useful life is not amortized but assessed for impairment annually, or more frequently, when

events or changes in circumstances occur indicating that it is more likely than not that the indefinite-lived asset is impaired.

Impairment exists when the carrying amount exceeds its fair value, which is measured using the quoted price of the digital currency

at the time its fair value is being measured.

In testing for impairment, the Company has the option to first perform a qualitative

assessment to determine whether it is more likely than not that an impairment exists.

If it is determined that it is not more

likely than not that an impairment exists, a quantitative impairment test is not necessary.

If the Company concludes otherwise,

it is required to perform a quantitative impairment test.

To the extent an impairment loss is recognized, the loss establishes

the new cost basis of the asset.

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

reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset

may not be recoverable.

Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an

asset to undiscounted future cash flows expected to be generated by the asset.

If such assets are considered to be impaired, the

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

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

Note 2 to our consolidated financial statements for a discussion of recent accounting standards and pronouncements.

of Operations for the Years Ended December 31, 2020 and December 31, 2019

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, 2020, this represented an increase of $3.2 million or 268%.

Revenue for the years ended

December 31, 2020 and 2019 were derived primarily from cryptocurrency mining.

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, 2020, this represented an increase of $4.5 million or 182%.

Direct costs of revenue include depreciation

and amortization expenses of the cryptocurrency mining machines and patents, contingent payments to patent enforcement legal costs,

patent enforcement advisors and inventors as well as various non-contingent costs associated with enforcing the Company’s

patent rights and otherwise in developing and entering into settlement and licensing agreements that generate the Company’s

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, 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:

Total Other Operating Expenses

For the Years Ended

December 31, 2020

December 31, 2019

Compensation and related taxes (1)

Consulting fees (2)

Professional fees (3)

Other general and administrative (4)

Impairment of mining equipment (5)

Impairment of leasehold improvements (6)

expense and related taxes:

Compensation expense includes cash compensation and related payroll taxes and benefits, and non-cash

equity compensation expenses.

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

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,

we recognized non-cash employee and board equity-based compensation of $1,258,735 and $674,182, respectively.

For the year ended December 31, 2020 and 2019, we incurred consulting fees of $0.3 million and $0.1 million, respectively,

an increase of $0.2 million or 131%.

Consulting fees include consulting fees primarily for investor relations and public relations

services as well as other consulting services.

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

general and administrative expenses:

For the year ended December 31, 2020 and 2019, other general and administrative expenses

were $0.6 million and $0.5 million, respectively, an increase of $0.1 million or 18%.

General and administrative expenses

reflect the other non-categorized operating costs of the Company and include expenses related to being a public company, rent,

insurance, technology and other expenses incurred to support the operations of the Company.

of mining equipment:

For the years ended December 31, 2020, the Company recorded a loss on the impairment of mining equipment

in the amounts of $0.9 million.

of leasehold improvements:

For the years ended December 31, 2019, the Company recorded a loss on the impairment of leasehold

improvements in the amounts of $0.4 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 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 are de minimis.

Loss Available to Common Shareholders

reported net loss of $10.4 million and $3.5 million for the year ended December 31, 2020 and 2019, respectively.

and Capital Resources

Company’s consolidated financial statements have been prepared assuming that it will continue as a going concern, which

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 $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

operate on an ongoing basis.

At December 31, 2020, the Company’s cash and cash equivalents balances totaled $141.3 million

compared to $0.7 million at December 31, 2019.

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.

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under

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