What changed in this filing

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Item 1. Legal Proceedings

2023-05-10 compared with 2022-11-14 · 102 added, 75 removed, 16 unchanged (92% of the section changed)

Legal Proceedings

January 14, 2021, Plaintiff Michael Ho (“Plaintiff” or “Ho”) filed a Civil Complaint for Damages and

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

The Complaint alleges six causes of action against

the Company, (1) Breach of Written Contract;

(2) Breach of Implied Contract;

(3) Quasi-Contract;

(4) Services Rendered;

Intentional Interference with Prospective Economic Relations;

and (6) Negligent Interference with Prospective Economic Relations,

which is the one plead against “all Defendants” and is most likely to involve later named defendants.

The claims arise

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

and then it refused to compensate him for his role in securing the acquisition of a supplier of energy for the Company.

22, 2021, the Company responded to Mr.

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

Then, on February 25, 2021, the Company removed the action to the United States District Court in the Central District of

California, where the action remains pending.

The Company filed a motion for summary judgment/adjudication of all causes of action.

On February 11, 2022, the Court granted the motion and dismissed Ho’s 2nd, 5th and 6th causes of action.

substantially closed.

The Court held a pre-trial conference on February 24, 2022, where it vacated the March 3, 2022 trial date and

ordered the parties to meet and confer on a new trial date.

The Court discussed the various theories of damages maintained by the

In its ruling on the summary judgment motion and at the pre-trial conference on February 24, 2022, the Court noted that a

jury is more likely to accept $150,000 as an appropriate damages amount if liability is found, as opposed to the various theories

espoused by Ho that result in multi-million-dollar recoveries.

Due to outstanding issues of fact and law, it is impossible to

predict the outcome at this time;

however, after consulting legal counsel, the Company is confident that it will prevail in this

litigation, since it did not have a contract with Mr.

Ho and he did not disclose any commercially sensitive information under any

mutual nondisclosure agreement that was used to structure any joint venture with energy providers.

Trial has been postponed to

February 2023.

October 6, 2020, the Company entered into a series of agreements with multiple parties to design and build a data center for up to 100-megawatts

in Hardin, MT.

In conjunction therewith, the Company filed a Current Report on Form 8-K on October 13, 2020.

The 8-K discloses that,

pursuant to a Data Facility Services Agreement, the Company issued 6,000,000 shares of restricted Common Stock, in transactions exempt

from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

During the quarter ended September 30, 2021, the Company

and certain of its executives received a subpoena to produce documents and communications concerning the Hardin, Montana data center

facility described in our Form 8-K dated October 13, 2020.

We understand that the SEC may be investigating whether or not there may have

been any violations of the federal securities law.

We are cooperating with the SEC.

Class Action Complaint

December 17, 2021, a putative class action complaint was filed in the United States District Court for the District of Nevada, against

the Company and present and former senior management.

The complaint alleges securities fraud related to the disclosure of an SEC investigation

previously made by the Company on November 15, 2021.

Plaintiff Tad Schlatre served the complaint on the Company on March 1, 2022.

September 12, 2022, the court appointed Carlos Marina as lead plaintiff.

On October 21, 2022, lead plaintiff voluntarily dismissed the

complaint without prejudice.

North Bankruptcy

September 22, 2022, Compute North Holdings, Inc.

(currently d/b/a Mining Project Wind Down Holdings, Inc.) and certain of its affiliates

(collectively, “Compute North”) filed for chapter 11 bankruptcy protection.

Compute North provided operating services to

the Company and hosted our mining rigs at multiple facilities.

We delivered miners to Compute North, which then installed the mining

rigs at those facilities, operated and maintained the mining rigs, and provided energy to keep the miners operating.

During the course

of the chapter 11 cases, Compute North sold substantially all of their assets in a series of 363 sale transactions, including Compute

North’s ownership interests in non-debtor entities that own or partially-own facilities that house our miners.

November 23, 2022, the Company and certain of its affiliates timely filed proofs of claim asserting various claims against Compute North,

(i) claims arising under hosting agreements between the Company and Compute North LLC;

(ii) claims arising under that certain

Senior Promissory Note, dated as of July 1, 2022, by and between the Company, as Lender, and Compute North LLC, as Borrower;

arising from the breach of a letter of intent between us and Compute North LLC;

and (iv) claims for daily lost revenue, profits and other

damages against Compute North.

February 9, 2023, the Bankruptcy Court approved a settlement stipulation between the Company and Compute North, pursuant to which the

proofs of claim filed by the Company and certain of its affiliates were resolved, and the Company received a single allowed unsecured

claim against Compute North LLC in the amount of $40,000,000 and its Preferred Equity Interests in Compute North Holdings, Inc.

amount of 39,597 shares of Series C Preferred Stock was confirmed.

In exchange, the Company agreed to vote in favor of Compute North’s

chapter 11 plan.

February 16, 2023, the Bankruptcy Court confirmed Compute North’s chapter 11 plan (the “Plan”), pursuant to which Compute

North will liquidate its remaining assets and distribute proceeds arising therefrom in accordance with the waterfall set forth in the

In its disclosure statement filed on December 19, 2022, the Compute North Debtors projected that holders of allowed general unsecured

claims could recover anywhere between 8% to 65% on their claims, while holders of preferred equity interests are expected to recover

nothing on their interests.

The Plan became effective on March 31, 2023.

At this time, the Company cannot predict the quantum of its

potential recovery on account of its allowed general unsecured claim and preferred equity interests or the timing of when it would receive

any distributions under the Plan on account of its claims and interests.

February 18, 2022, a shareholder derivative complaint was filed in the United States District Court for the District of Nevada, against

12 unchanged sentences

June 1, 2022, the Court entered an order consolidating the two derivative actions.

A June 13, 2022 scheduling order provides for plaintiffs

A June 13, 2022 scheduling order provided for plaintiffs

to file a consolidated complaint and for renewed motions to dismiss the consolidated shareholder derivative complaint.

The consolidated

complaint has not yet been filed.

the opinion of management, after consulting legal counsel, the ultimate disposition of these matters will not have a material adverse

effect on the Company and its related entities combined financial position, results of operations, or liquidity.

North Bankruptcy

September 22, 2022, Compute North filed

for chapter 11 bankruptcy protection.

Compute North provides operating services to us and hosts our equipment in multiple facilities.

We deliver miners to Compute North, which then installs the equipment in several facilities, operates and maintains the equipment, and

provides energy to keep the miners operating.

In chapter 11, Compute North is currently seeking to sell substantially all of its assets,

including its direct and indirect ownership interests in the facilities that house Marathon’s miners.

Compute North may also seek

to assume and assign the Compute North agreements to which Marathon is party to one or more third-party purchasers of Compute North’s

assets or it may seek to reject such agreements.

Accordingly, Compute North’s chapter 11 cases could cause a disruption in services

provided by Compute North to us and, therefore, could have an adverse effect on our operations in the facilities managed by Compute North.

this stage of Compute North’s chapter 11 cases, it is difficult to predict whether Marathon will receive any meaningful recovery

on account of its claims.

On November 22,

2022, before a consolidated complaint was due, plaintiffs voluntarily dismissed both actions without prejudice.

On November 23, 2022,

both actions were closed.

Class Action Complaint

December 17, 2021, a putative class action complaint was filed in the United States District Court for the District of Nevada, against

the Company and present and former senior management.

The complaint alleges securities fraud related to the disclosure of an SEC investigation

previously made by the Company on November 15, 2021.

Plaintiff Tad Schlatre served the complaint on the Company on March 1, 2022.

September 12, 2022, the court appointed Carlos Marina as lead plaintiff.

On October 21, 2022, lead plaintiff voluntarily dismissed the

complaint without prejudice.

On December 7, 2022, the action was closed.

March 30, 2023, a putative class action complaint was filed in the United States District Court for the District of Nevada, against the

Company and present and former senior management.

The complaint alleges securities fraud related to the Company’s announcement

of accounting restatements on February 28, 2023.

Plaintiff has not served the complaint on the Company.

October 6, 2020, the Company entered into a series of agreements with multiple parties to design and build a data center for up to 100-megawatts

in Hardin, MT.

In conjunction therewith, the Company filed a Current Report on Form 8-K on October 13, 2020.

The 8-K discloses that,

pursuant to a Data Facility Services Agreement, the Company issued 6,000,000 shares of restricted Common Stock, in transactions exempt

from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

During the quarter ended September 30, 2021, the Company

and certain of its executives received a subpoena to produce documents and communications concerning the Hardin, Montana data center

facility described in our Form 8-K dated October 13, 2020.

The Company received an additional subpoena from the SEC on April 10, 2023,

relating to, among other things, transactions with related parties.

We understand that the SEC may be investigating whether or not there

may have been any violations of the federal securities law.

We are cooperating with the SEC.

January 14, 2021, Plaintiff Michael Ho (“Plaintiff” or “Ho”) filed a Civil Complaint for Damages and Restitution

(“Complaint”) against the Company.

The Complaint alleges six causes of action against the Company, (1) Breach of Written

(2) Breach of Implied Contract;

(3) Quasi-Contract;

(4) Services Rendered;

(5) Intentional Interference with Prospective Economic

and (6) Negligent Interference with Prospective Economic Relations.

The claims arise from the same set of facts.

that the Company profited from commercially-sensitive information he shared with the Company and then it refused to compensate him for

his role in securing the acquisition of a supplier of energy for the Company.

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

Complaint with a general denial and the assertion of applicable affirmative defenses.

Then, on February 25, 2021, the Company removed

the action to the United States District Court in the Central District of California, where the action remains pending.

The Company filed

a motion for summary judgment/adjudication of all causes of action.

On February 11, 2022, the Court granted the motion and dismissed

Ho’s 2nd, 5th and 6th causes of action.

Discovery is substantially closed.

The Court held a pre-trial conference on February 24,

2022, where it vacated the March 3, 2022 trial date and ordered the parties to meet and confer on a new trial date.

The Court discussed

the various theories of damages maintained by the parties.

In its ruling on the summary judgment motion and at the pre-trial conference

on February 24, 2022, the Court noted that a jury is more likely to accept $150,000 as an appropriate damages amount if liability is

found, as opposed to the various theories espoused by Ho that result in multi-million-dollar recoveries.

Due to outstanding issues of

fact and law, it is impossible to predict the outcome at this time;

however, after consulting legal counsel, the Company is confident

that it will prevail in this litigation, since it did not have a contract with Mr.

Ho and he did not disclose any commercially-sensitive

information under any mutual nondisclosure agreement that was used to structure any joint venture with energy providers.

The trial has

been rescheduled for January 29, 2024, and is scheduled for four days, including jury selection.

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-Q

Item 1. Legal Proceedings