MARA Holdings, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Management’s Conclusions Regarding Effectiveness of Disclosure Controls and Procedures We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2021, the end of the period covered by this Annual Report on Form 10-K. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, with the goal being that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, our disclosure controls and procedures were ineffective as of December 31, 2021. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the company’s financial reporting. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework in the 2013 COSO framework. Based on this evaluation, management identified a weakness in internal control over financial reporting related to Information Technology General Controls (ITGC). Specifically, the Company did not design and/or implement user access controls to ensure appropriate segregation of duties or program change management controls for certain financially relevant systems impacting the Company’s processes around revenue recognition and digital assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) digital currency mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency. In addition, the Company has not effectively designed a manual key control to detect material misstatements in revenue. The material weakness described above did not result in a material misstatement to the Company’s previously issued consolidated financial statements, nor in the consolidated financial statements included in this Annual Report on Form 10-K. The effectiveness of our internal control over financial reporting as of December 31, 2021, has been audited by our independent registered public accounting firm, Marcum, LLP, as stated in their report on management’s internal control over financial reporting, which is also included in Item 8, “Financial Statements and Supplementary Data,” of this 2021 Form 10-K. Remediation As noted above, during the initial audit over the internal controls over financial reporting (“ICFR”) a material weakness was identified related to certain ITGCs over user access, segregation of duties and change management controls. As management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, we understand the importance of developing a resolution plan aligned with management and overseen by the Audit Committee of our Board of Directors. Our plan includes the following: ● Enhance our remediation team by continuing to increase our headcount in 2022 in key financial reporting and information technology roles (i.e. as we have increased from three full time employees as of December 31, 2020 to ten full time employees as of December 31, 2021). ● Continue to utilize an external third-party internal audit and SOX 404 implementation firm to work to improve the Company’s controls related to our material weaknesses, specifically relating to user access and change management surrounding the Company’s IT systems and applications. ● Continue to implement new processes and controls and engage external resources when required in connection with remediating this material weakness, such that these controls are designed, implemented, and operating effectively. ● Continue to formalize our policies and processes over including those over outside service providers with a specific focus on enhancing design and documentation related to (i) developing and communicating additional policies and procedures to govern the areas of IT change management and user access processes and related control activities and (ii) develop robust processes to validate data received from third-parties and relied upon to generate financial statements is complete and accurate. We recognize that the material weaknesses in our internal control over financial reporting will not be considered remediated until the remediate controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively. Because our remediation efforts involve our outsource service providers, we cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. We continue to evaluate and work to improve our internal control over financial reporting related to the identified material weaknesses and management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above. In addition, we report the progress and status of the above remediation efforts to the Audit Committee on a periodic basis. Change in Internal Control Over Financial Reporting Other than what is disclosed above there were no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2021. 50 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON INTERNAL CONTROL OVER FINANCIAL REPORTING To the Stockholders and Board of Directors of Marathon Digital Holdings, Inc. Adverse Opinion on Internal Control over Financial Reporting We have audited Marathon Digital Holdings, Inc. ’s (the “Company”) internal control over financial reporting as of December 31, 2021 , based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness have been identified and included in “Management’s Annual Report on Internal Control Over Financial Reporting”: The Company did not design and/or implement user access controls to ensure appropriate segregation of duties or program change management controls for certain financially relevant systems impacting the Company’s processes around revenue recognition and digital assets to ensure that IT program and data changes affecting the Company’s (i) financial IT applications, (ii) digital currency mining equipment, and (iii) underlying accounting records, are identified, tested, authorized and implemented appropriately to validate that data produced by its relevant IT system(s) were complete and accurate. Automated process-level controls and manual controls that are dependent upon the information derived from such financially relevant systems were also determined to be ineffective as a result of such deficiency. In addition, the Company has not effectively designed a manual key control to detect material misstatements in revenue. This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal December 31, 2021 consolidated financial statements, and this report does not affect our report dated March 9, 2022 on those financial statements. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of December 31, 2021 and the related consolidated statements of operations, stockholders’ equity, and cash flows for the year then ended and our report dated March 9, 2022 expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management Annual Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate. /s/ Marcum LLP Marcum LLP Costa Mesa, California March 9, 2022 ITEM 9B. OTHER INFORMATION None. 51 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this Item is incorporated herein by reference to the information provided under the headings “Executive Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of Directors and its Committees” in our definitive proxy statement to be filed with the SEC not later than 120 days after the fiscal year ended December 31, 2021 (the “2022 Proxy Statement”). ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is incorporated herein by reference to the information provided under the headings “Executive Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of Directors and its Committees” in our definitive proxy statement to be filed with the SEC not later than 120 days after the fiscal year ended December 31, 2021 (the “2022 Proxy Statement”). ITEM 12. SECURITY OWNERSHIP OF CERTAIN OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item is incorporated herein by reference to the information provided under the headings “Executive Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of Directors and its Committees” in our definitive proxy statement to be filed with the SEC not later than 120 days after the fiscal year ended December 31, 2021 (the “2022 Proxy Statement”). ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item is incorporated herein by reference to the information provided under the headings “Executive Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of Directors and its Committees” in our definitive proxy statement to be filed with the SEC not later than 120 days after the fiscal year ended December 31, 2021 (the “2022 Proxy Statement”). ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this Item is incorporated herein by reference to the information provided under the headings “Executive Officers of the Company,” “Election of Directors – Nominees,” and “Corporate Governance and the Board of Directors and its Committees” in our definitive proxy statement to be filed with the SEC not later than 120 days after the fiscal year ended December 31, 2021 (the “2022 Proxy Statement”). 52 PART IV ITEM 15. EXHIBITS [to be updated] The following exhibits are filed as part of this Annual Report on Form 10-K. Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation of the Company dated November 25, 2011. (1) 3.2 Certificate of Amendment to Articles of Incorporation dated February 15, 2013. (2) 3.3 Certificate of Amendment to Amended and Restated Articles of Incorporation dated July 18, 2013 (3) 3.4 Certificate of Amendment to Articles of Incorporation dated October 25, 2017. (4) 3.5 Amended and Restated Bylaws of the Company dated November 25, 2011. (5) 3.6 Certificate of Amendment to Articles of Incorporation dated April 8, 2019 (48) 4.1 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. (6) 4.2 Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series E Convertible Preferred Stock. (7) 4.3 Certificate of Correction to Certificate of Designation of Rights, Powers, Preferences, Privileges and Restrictions of 0% Series E Convertible Preferred Stock. (8) 4.4 Form of proposed Certificate of Designation of Preferences, Rights and Limitations of 0% Series E-1 Convertible Preferred Stock. (9) 4.5 Form of Underwriter’s Warrant (51) 4.6 Indenture, dated as of November 18, 2021, between Marathon Digital Holdings, Inc. and U.S. Bank National Association, as trustee and Form of Certificate with Respect Thereto(66) 4.7 Form of At The Market Offering Agreement (70) 10.1 Form of Unit Purchase Agreement dated as of August 14, 2017. (10) 10.2 Form of Registration Rights Agreement dated as of August 14, 2017. (11) 10.3 Form of 5% Convertible Promissory Note dated August 14, 2017. (12) 10.4 Form of Common Stock Purchase Warrant dated August 14, 2017. (13) 10.5 Form of Exchange Agreement dated as of July 16, 2017. (14) 10.6 Form of Exchange Agreement dated as of August 7, 2017. (15) 10.7 Form of Exchange Agreement dated as of November 28, 2017. (16) 10.8 Amended and Restated Croxall Retention Agreement dated August 30, 2017. (17) 10.9 Retention Agreement with Francis Knuettel II dated August 31, 2017. (18) 10.10 Employment Agreement with James Crawford dated August 31, 2017. (19) 53 10.11 Consulting Termination and Release Agreement with Erich Spangenberg dated August 31, 2017. (20) 10.12 Consulting Agreement dated August 31, 2017 with Page Innovations, LLC. (21) 10.13 Form of Lock-up Agreement with Doug Croxall dated September 7, 2017. (22) 10.14 Letter agreement with Revere Investments L.P., dated October 31, 2017. (23) 10.15 Agreement and Plan of Merger dated as of November 1, 2017. (24) 10.16 Amendment to Croxall Retention Agreement dated November 1, 2017. (25) 10.17 Voting and Standstill Agreement with Doug Croxall dated November 1, 2017. (26) 10.18 CF Marathon LLC Limited Liability Company Agreement dated as of October 20, 2017. (27) 10.19 First Amendment to Amended and Restated Revenue Sharing and Securities Purchase Agreement and Restructuring Agreement dated as of August 3, 2017. (28) 10.20 M&A Advisory Agreement with Palladium Capital Advisors, LLC, dated November 13, 2017. (29) 10.21 CIARA Technologies Agreement. (Confidential Treatment Requested) (30) 10.22 Master Services Agreement with Hypertec Systems Inc. dated December 15, 2017. (Confidential Treatment Requested) (31) 10.23 Engagement Letter with Roth Capital Partners, LLC dated December 7, 2017. (32) 10.24 Fairness Opinion dated December 13, 2017. (33) 10.25 Form of Securities Purchase Agreement. (34) 10.26 Form of Securities Purchase Agreement. (35) 10.27 Patent Rights Purchase and Assignment Agreement with XpresSpa Group, Inc. dated January 11, 2018. (36) 10.28 Amendment No. 1 to Agreement and Plan of Merger dated January 23, 2018. (37) 10.29 Lease Agreement, by and between 9349-0001 Quebec Inc. and Cryptoespace Inc., dated November 11, 2017. (38) 10.30 Assignment and Assumption Agreement, by and between Blocespace Inc. and Marathon Crypto Mining, Inc., dated February 12, 2018 (39) 10.31 Settlement Agreement and Release of Claims, dated March 8, 2018. (40) 10.32 Amendment No. 2 to Agreement and Plan of Merger, dated March 19, 2018. (41) 10.33 Amended and Restated Agreement and Plan of Merger, dated April 3, 2018. (42) 10.34 Executive Employment Agreement (46) 10.35 Executive Employment Agreement (47) 10.36 At the Market Offering Agreement with HC Wainwright & Co., dated July 2019 (49) 10.37 Asset Purchase Agreement with SelectGreen, Ltd., dated August 2019 (50) 10.38 Form of Lockup Agreement (51) 10.39 Form of At the Market Agreement (52) 10.40 Sales and Purchase Agreement between the Company and Bitmain (53) 10.41 Executive Employment Agreement between the Company and Simeon Salzman (54) 10.42 Sales and Purchase Agreement between the Company and Bitmain (55) 10.43 Sales and Purchase Agreement between the Company and Bitmain (56) 10.44 Form of At the Market Agreement (57) 10.45 Sales and Purchase Agreement between the Company and Bitmain (58) 10.46 Employment Agreement with Fred Thiel (60) 10.47 Intentionally omitted 10.48 Binding Letter of Intent with Compute North, LLC (62) 10.49 Purchase Agreement dated July 30, 2021 (63) 10.50 Master Securities Loan Agreement between the Company and NYDIG Funding, LLC, dated August 27, 202 (64). 10.51 Compute North Agreements (65) 10.52 Line of Credit with Silvergate Bank (65) 10.53 Amended Hosting Agreement between the Company and Compute North dated as of November 30, 2021 (67) 10.54 Operating Agreement, dated November 30, 2021 of Marathon Compute North 1 LLC(67) 10.55 Hosting Agreement between the Company and the LLC dated as of November 30, 2021 (67) 10.56 Bitmain Agreement (68) 10.57 Employment Agreement (69) 14.1 Code of Business Conduct and Ethics (43) 16.1 SingerLewak LLP letter to the Securities and Exchange Commission. (44) 16.2 Letter from BDO USA, LLP dated November 30, 2017. (45) 23.1 Consent of Marcum, LLP 23.2 Consent of RBSM, LLP 31.1 Certification of Chief Executive Officer pursuant to Section302 of the Sarbanes-Oxley Act 2002* 31.2 Certification of Chief Financial Officer pursuant to Section302 of the Sarbanes-Oxley Act 2002* 32.1 Section 1350 Certification of the Chief Executive Officer and Chief Financial Officer* 54 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Document * Filed herein . (1) Previously filed as Exhibit 3.1 to Current Report on Form 8-K filed December 9, 2011 and incorporated herein by reference. (2) Previously filed as Exhibit 3.1 to Current Report on Form 8-K filed February 20, 2013 and incorporated herein by reference. (3) Previously filed as Exhibit 3.1 to Current Report on Form 8-K filed July 19, 2013 and incorporated herein by reference. (4) Previously filed as Exhibit 3.4 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (5) Previously filed as Exhibit 3.2 to Current Report on Form 8-K filed December 9, 2011 and incorporated herein by reference (6) Previously filed as Exhibit 3.2 to Current Report on Form 8-K filed May 7, 2014 and incorporated herein by reference. (7) Previously filed as Exhibit 4.1 to Current Report on Form 8-K filed December 1, 2017 and incorporated herein by reference. (8) Previously filed as Exhibit 4.1 to Current Report on Form 8-K filed December 22, 2017 and incorporated herein by reference. (9) Previously filed as Exhibit 4.4 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (10) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference. (11) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference. (12) Previously filed as Exhibit 4.1 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference. (13) Previously filed as Exhibit 4.2 to Current Report on Form 8-K filed August 15, 2017 and incorporated herein by reference. (14) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed July 18, 2017 and incorporated herein by reference. (15) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed August 9, 2017 and incorporated herein by reference. (16) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed December 1, 2017 and incorporated herein by reference. (17) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference. (18) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference. (19) Previously filed as Exhibit 10.3 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference. (20) Previously filed as Exhibit 10.4 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference. (21) Previously filed as Exhibit 10.5 to Current Report on Form 8-K filed September 5, 2017 and incorporated herein by reference. (22) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed September 12, 2017 and incorporated herein by reference. (23) Previously filed as Exhibit 10.14 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (24) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed November 2, 2017 and incorporated herein by reference. (25) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed November 2, 2017 and incorporated herein by reference. (26) Previously filed as Exhibit 10.3 to Current Report on Form 8-K filed November 2, 2017 and incorporated herein by reference. 55 (27) Previously filed as Exhibit 10.18 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (28) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed August 9, 2017 and incorporated herein by reference. (29) Previously filed as Exhibit 10.20 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (30) Previously filed as Exhibit 10.21 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (31) Previously filed as Exhibit 10.22 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (32) Previously filed as Exhibit 10.23 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (33) Previously filed as Exhibit 10.24 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (34) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed December 12, 2017 and incorporated herein by reference (35) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed December 19. 2017 and incorporated herein by reference (36) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed January 18, 2018 and incorporated herein by reference. (37) Previously filed as Exhibit 10.28 to Registration Statement on Form S-4 filed January 24, 2018 and incorporated herein by reference. (38) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed February 15, 2018 and incorporated herein by reference. (39) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed February 15, 2018 and incorporated herein by reference. (40) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed July 31, 2018 and incorporated herein by reference. (41) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed March 20, 2018 and incorporated herein by reference. (42) Previously filed as Exhibit 10.4 to Current Report on Form 8-K filed April 4, 2018 and incorporated herein by reference. (43) Previously filed as Exhibit 14.1 to Annual Report on 10- K filed March 31, 2014 and incorporated herein by reference. (44) Previously filed as Exhibit 16.1 to Current Report on Form 8-K filed January 17, 2017 and incorporated herein by reference. (45) Previously filed as Exhibit 16.1 to Current Report on Form 8-K filed December 1, 2017 and incorporated herein by reference. (46) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed October 16, 2018 and incorporated herein by reference. (47) Previously filed as Exhibit 10.2 to Current Report on Form 8-K filed on October 16, 2018 and incorporated herein by reference. (48) Previously filed as Exhibit 3.1 to Current Report on Form 8-K filed on April 8, 2019 and incorporated herein by reference. (49) Previously filed as Exhibit 10.1 to Current Report on Form 8-K filed on July 19, 2019 and incorporated herein by reference. (50) Previously filed as Exhibit 10.1 to Current report on Form 8-K filed on August 29, 2019 and incorporated herein by reference. (51) Previously filed as Exhibit 4.1 to S-1/A filed on July 23, 2020 (52) Previously filed as Exhibit 10.1 to S-3 filed on August 6, 2020 (53) Previously filed as Exhibit 10.1 to 8-K filed on August 18, 2020 (54) Previously filed as Exhibit 10.1 to 8-K filed on October 24, 2020 (55) Previously filed as Exhibit 10.1 to 8-K filed October 29, 2020 (56) Previously filed as Exhibit 10.1 to 8-K filed on December 11, 2020 (57) Previously filed as Exhibit 10.1 to S-3 filed on December 11, 2020 (58) Previously filed as Exhibit 10.1 to 8-K filed on December 28, 2020 (59) Previously filed as Exhibit 4.1 to 8-K filed on January 15, 2021 (60) Previously filed as Exhibit 99.1 to 8-K filed on April 30, 2021 (61) Intentionally omitted (62) Previously filed as Exhibit 10.1 to 8-K filed on May 27, 2021 (63) Previously filed as Exhibit 10.1 to 8-K dated August 4, 2021 (64) Previously filed as Exhibit 10.1 to 8-K dated September 2, 2021 (65) Previously filed as Exhibits 10.1 and 10.2 to 10-Q dated November 15, 2021 (66) Previously filed as Exhibits 4.1 and 4.2, respectively, to 8-K dated November 18, 2021 and 8-K dated November 24, 2021 (67) Previously filed as Exhibits 10.1, 10.2 and 10.3, respectively, to 8-K dated December 6, 2021 (68) Previously filed as Exhibit 10.1 to 8-K dated December 28, 2021 (69) Previously filed as Exhibit 10.1 to Form 8-K dated January 3, 2022 (70) Previously filed as Exhibit 4.12 to Registration Statement filed on Form S-3ASR dated February 11, 2022 ITEM 16. FORM 10-K SUMMARY None. 56 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 9, 2022 MARATHON DIGITAL HOLDINGS, INC. By: /s/ Fred Thiel Name: Fred Thiel Title: Chief Executive Officer and Executive Chairman (Principal Executive Officer) By: /s/ Simeon Salzman Name: Simeon Salzman Title: Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Fred Thiel Chief Executive Officer and Chairman March 9, 2022 Fred Thiel (Principal Executive Officer) /s/ Simeon Salzman Chief Financial Officer March 9, 2022 Simeon Salzman (Principal Financial and Accounting Officer) /s/ Said Ouissal Director March 9, 2022 Said Ouissal /s/ Jay Leupp Director March 9, 2022 Jay Leupp /s/ Georges Antoun Director March 9, 2022 Georges Antoun /s/ Kevin DeNuccio Director March 9, 2022 Kevin DeNuccio /s/ Sarita James Sarita James Director March 9, 2022 57