Item 9A. Controls and Procedures
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, 2022, 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, 2022.
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.
104
Management
assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. 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 the application and interpretation
of generally accepted accounting principles (“GAAP”) primarily in the areas of consolidation, impairment of digital assets,
disposal of property and equipment and principal versus agent considerations in revenue recognition. In addition, the Company has not
designed or implemented 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. The Company has also not effectively designed a key manual control to detect material misstatements in revenue.
The
material weakness related to the application and interpretation of GAAP, as described above, resulted in a material misstatement to the
Company’s previously issued consolidated financial statements. The material weakness associated with the manual control over revenue
recognition 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.
As
a result of the material weaknesses outlined above, the report of our independent registered public accounting firm for the fiscal year
ended December 31, 2022, Marcum LLP, regarding its audit of our internal control over financial reporting as of December 31, 2022, which
is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial
Reporting”, expresses an adverse opinion on our internal control over financial reporting as of December 31, 2022.
Remediation
Our
Board of Directors, Audit Committee and management take internal control over financial reporting and the integrity of our financial
statements seriously.
Management
is responsible its assessment of the effectiveness of internal controls over financial reporting and is committed to improving its controls
related to the material weaknesses described above, such that these controls are designed, implemented, and operating effectively. In
order to achieve the timely implementation of the above, Management has commenced the following actions and will continue to assess additional
opportunities for remediation on an ongoing basis:
● Continue
the process we started during 2022 of adding to our internal resources to enhance our capabilities
in the areas of technical accounting, financial reporting, and internal controls
● Continue
the process started during 2022 of utilizing external third-party technical accounting resources
to supplement our ability to interpret and apply GAAP as we continue to build our internal
capabilities in these areas
● Continue
to utilize external third-party audit and SOX 404 implementation firms to enable the company
to improve the Company’s controls related to our material weaknesses.
● Continue
to evaluate existing processes, and implement new processes and controls where necessary
in connection with remediating our material weaknesses, such
that these controls are designed, implemented, and operating effectively.
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 are ongoing, 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 will 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, 2022.
105
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, 2022, 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 weaknesses 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, 2022, 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 weaknesses have been identified and included in “Management’s Annual
Report on Internal Control Over Financial Reporting”:
The Company had a material weakness related to
the application and interpretation of generally accepted accounting principles primarily in the areas of consolidation, impairment of
digital assets, disposal of property and equipment, and principal versus agent considerations in revenue recognition.
In addition, the Company has not designed or
implemented 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. The Company has also not effectively
designed a manual key control to detect material misstatements in revenue.
These material weaknesses were considered in
determining the nature, timing and extent of audit tests applied in our audit of the fiscal December 31, 2022 consolidated financial
statements, and this report does not affect our report dated March 16, 2023 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 sheets as of
December 31, 2022 and 2021 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each
of the two years in the period ended December 31, 2022, of the Company, and our report dated March 16, 2023 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
16, 2023
ITEM
9B. OTHER INFORMATION
None.
106
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 on Schedule 14A to be filed with
the SEC not later than 120 days after the fiscal year ended December 31, 2022 (the “2023 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 2023 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 2023 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 2023 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 2023 Proxy Statement.
107
PART
IV
ITEM
15. EXHIBITS
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)
4.8
Amendment to Bylaws (74)
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)
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)
108
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)
10.58
Employment Agreement for Hugh Gallagher (71)
10.59
Hardin, MT Amendment Agreements (72)
10.60
Silvergate Agreements (73)
10.61
Auradine Agreements (74)
10.62
Employment Agreement for John Lee (75)
10.63
Shareholders Agreement with FSI*
10.64
Termination Agreement with Silvergate Bank*
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*
101.INS
Inline
XBRL Instance Document
101.SCH
Inline
XBRL Taxonomy Extension Schema Document
101.CAL
Inline
XBRL Taxonomy Calculation Linkbase Document
101.LAB
Inline
XBRL Taxonomy Label Linkbase Document
101.PRE
Inline
XBRL Taxonomy Presentation Linkbase Document
101.DEF
Inline
XBRL Taxonomy Extension Definition Document
104
Inline
XBRL
*
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.
109
(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
(71)
Previously filed as Exhibit 10.1 to Form 8-K dated April 5, 2022
(72)
Previously filed as Exhibit 10.1 to Form 10-Q filed
on May 6, 2022
(73)
Previously filed as Exhibit 10.1 to Form 10-Q filed
on August 9, 2023
(74)
Previously filed as Exhibits 4.1 and 10.1 to Form 10-Q filed on November
14, 2022
(75)
Previously filed as Exhibit 10.1 to Form 8-K filed
on November 28, 2022
*
Filed herewith.
ITEM
16. FORM 10-K SUMMARY
None.
110
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 16, 2023
MARATHON
DIGITAL HOLDINGS, INC.
By:
/s/
Fred Thiel
Name:
Fred
Thiel
Title:
Chief
Executive Officer and Executive Chairman
(Principal
Executive Officer)
By:
/s/
Hugh Gallagher
Name:
Hugh
Gallagher
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
16, 2023
Fred
Thiel
(Principal
Executive Officer)
/s/
Hugh Gallagher
Chief
Financial Officer
March
16, 2023
Hugh
Gallagher
(Principal
Financial and Accounting Officer)
/s/
Jay Leupp
Director
March
16, 2023
Jay
Leupp
/s/
Georges Antoun
Director
March
16, 2023
Georges
Antoun
/s/
Sarita James
Director
March
16, 2023
Sarita
James
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