Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 26, 2018



(Exact Name of Registrant as Specified in Charter)


Nevada   001-36555   01-0949984
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


11601 Wilshire Blvd., Ste. 380

Los Angeles, CA

(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code: (800) 804-1690



(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).


Emerging growth company [  ]


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]






ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


Resignation of Francis Knuettel, II


On April22, 2018, Mr. Francis Knuettel, II resigned as the Chief Financial Officer of Marathon Patent Group, Inc. (the “Company”) for personal reasons. Mr. Knuettel did not resign for any reasons related to the Company’s accounting practices or financial statements.


Appointment of David Lieberman


On April 26, 2018, the Board of Directors appointed David Lieberman as the Company’s Interim Chief Financial Officer. In connection with his appointment as Interim Chief Financial Officer, Mr. Lieberman will be the Company’s Principal Accounting Officer. Since Mr. Lieberman will no longer be independent, he resigned as Chairman of the Audit Committee and as a member of the Nomination and Compensation Committee.


Mr. Lieberman will receive a salary of $15,000 per month as Interim Chief Financial Officer. He will also receive a one-time grant of 50,000 shares under the Company’s 2018 Equity Incentive Plan which shares shall vest 25% per year over a three year period, subject to acceleration upon a change of control. Mr. Lieberman is also eligible for a bonus at the Board’s discretion. Mr. Lieberman has been a director of the Company since August 2017. Mr. Lieberman’s biography is set forth below:


Mr. David Lieberman, age 73, is a seasoned business executive with over 40 years of financial experience beginning with five years as an accountant with Price Waterhouse. He has extensive experience as a senior operational and financial executive serving both multiple public and non-public companies. Mr. Lieberman currently serves as the President of Cobra International and Lieberman Financial Consulting where he acts as administrator for several investment groups. Previously he served as CFO and Director for MEDL Mobile Holdings, Inc., and CFO and Director of Datascension, Inc., a telephone market research company that provides both outbound and inbound services to corporate customers, since January 2008 and a director of that company since 2006. From 2006 to 2007, he served as Chief Financial Officer of Dalrada Financial Corporation, a publicly traded payroll processing company based in San Diego. From 2003 to 2006, he was the Chief Financial Officer for John Goyak & Associates, Inc., a Las Vegas-based aerospace consulting firm. Mr. Lieberman attended the University of Cincinnati, where he received his B.A. in Business, and is a licensed CPA in the State of California.


Appointment of Fred Thiel


The Board appointed Fred Thiel as a Board Member and appointed him to serve as the Chairman of the Audit Committee and as a member of the Nomination and Compensation Committee. Mr. Thiel’s biography is set forth below.


Since June 2017, Mr. Thiel has been the Chairman of SPROCKET, INC., a Blockchain/Cryptocurrency technology and financial services company whose mission is to reduce the risk and friction of cryptocurrency trading across marketplaces, regions and exchanges by establishing a federation of exchanges that together create a single aggregated global trading market place with large scale liquidity, rapid execution, minimal counter-party risk, and price transparency. From January 2013 until November 2015, Mr. Thiel served as a director of Local Corporation, which was a NASDAQ listed entity which was a leader in on-line local search and digital media, mobile search monetization and programmatic retargeting markets. He served as Chairman of the Board of LOCAL from January 2014 to November 2015 and as its Chief Executive Officer from May 2014 to November 2015. Mr. Thiel has been the principal of Thiel Advisors Inc. since 2013. Thiel Advisors is a boutique advisory firm providing PE and VC firms, as well as public and private company boards of director, with deep technology industry operating expertise and strategic advisory services. Mr. Thiel has no family relationship with any other officer or director. The Board believes that Mr. Thiel meets the definition of an “Independent Director” as defined by NASDAQ.






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: April 26, 2018


  By: /s/ Merrick Okamoto
  Name: Merrick Okamoto
  Title: Interim Chief Executive Officer