Re:
|
Marathon Patent Group, Inc. Registration Statement on Form S-3 Filed November 19, 2014
File No. 333-200394
|
1.
|
Please revise footnote 2 to the registration fee table in light of your listing on NASDAQ, or advise.
|
2.
|
Please revise the discussion of your concurrent offerings to reflect that your registration statement with a file number of 333-196994 has been declared effective and to discuss your registration statement with a file number of 333-198569.
|
Response:
|
We have revised the discussion of concurrent offerings to reflect that the registration statement with a file number of 333-196994 has been declared effective and to discuss the registration statement with a file number of 333-198569.
|
3.
|
Please revise to specifically incorporate by reference Amendment No. 3 to your Form 10- K filed September 12, 2014.
|
Response:
|
We have specifically incorporated by reference Amendment No. 3 to your Form 10- K filed September 12, 2014.
|
4.
|
It appears you are required to include the undertakings set forth in Items 512(a)(5)(ii) and (b) of Regulation S-K. Please revise or advise.
|
Response:
|
We have included the undertakings set forth in Items 512(a)(5)(ii) and (b) of Regulation S-K
|
|
•
|
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
|
|
•
|
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
|
|
•
|
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
|
Very truly yours,
|
|||
Marathon Patent Group, Inc.
|
|||
By:
|
/s/ Francis Knuettel II
|
||
Francis Knuettel II
|
|||
Chief Financial Officer
|
|||