ITEM 1.01 Amendment to a Material Definitive Agreement
On November 10, 2021, Marathon Digital Holdings, Inc. (the "Company") entered
into a waiver and amendment agreement (the "Waiver") to the Revolving Credit and
Security Agreement (the "Credit Agreement") between the Company and Silvergate
Bank, dated as of October 1, 2021. The Waiver amends a financial covenant and
waives certain requirements to the indebtedness covenant in the Credit Agreement
in order to provide further financial flexibility to the Company, including by
permitting the incurrence of certain indebtedness.
A copy of the Waiver will be filed as an exhibit to the Company's Annual Report
on Form 10-K for the year ending December 31, 2021.
Item 8.01. Other Events.
On November 15, 2021, the Company issued a press release relating to its
proposed offering of Convertible Senior Notes due 2026 (the "Notes") to
qualified institutional buyers in a transaction exempt from registration under
and pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy
of the press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference in its entirety into this Item 8.01.
Neither this Current Report on Form 8-K nor the press release constitutes an
offer to sell, or the solicitation of an offer to buy, the Notes or the shares
of the Company's common stock, if any, issuable upon conversion of the Notes.
ITEM 9.01 Exhibits.
99.1 Press Release, dated November 15, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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MARATHON DIGITAL HOLDINGS, INC. 
