Current Report Filing (8-k)
October 22 2021 - 5:26PM
Edgar (US Regulatory)
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0001167419
2021-10-19
2021-10-19
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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported): October 22, 2021 (October 19, 2021)
Riot Blockchain, Inc.
(Exact name of registrant
as specified in its charter)
Nevada
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001-33675
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84-1553387
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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202 6th Street, Suite 401
Castle Rock, CO 80104
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(Address of principal executive offices)
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(303) 794-2000
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(Registrant’s telephone number, including area code)
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(Former name, former
address, and former fiscal year, 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))
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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RIOT
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NASDAQ Capital Market
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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(e) - Compensatory Arrangements of Certain Officers.
As
described in Item 5.07 below, on October 19, 2021, Riot Blockchain, Inc. (“Riot Blockchain,” “us,” “we,”
“our,” or the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”), during
which our stockholders approved the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan (the “Second Amendment”).
The Second Amendment was approved by our Board of Directors on September 14, 2021, subject to stockholder approval.
The
Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”) provides for the issuance of equity-based
awards to all eligible plan participants, including our directors, named executive officers, employees, and other eligible service providers.
Under the 2021 Equity Plan, the Board is authorized to approve grants of equity in the form of common and preferred stock, restricted
stock, restricted stock units, and other equity awards. The vesting of equity awards can be based on continuous service and/or achievement
of certain performance criteria. The Second Amendment amends the 2019 Equity solely to increase the number of shares of our common stock,
no par value per share, (our “Shares”) reserved for issuance thereunder by 4,400,000 Shares.
A more
detailed description of the Second Amendment and related matters was set forth in the Company’s definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission (the “Commission”) on September 21, 2021 (the “Proxy”)
under the heading “Proposal 4: Approval of the Second Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan” and
is incorporated herein by reference. The foregoing summary of the Second Amendment and of the 2019 Equity Plan, as well as the summaries
set forth in the Proxy, are qualified in their entirety by reference to the full text of the Second Amendment and of the 2019 Equity Plan,
as amended, attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 5.07 - Submission
of Matters to a Vote of Security Holders.
On October 19, 2021,
Riot Blockchain held its Annual Meeting, during which the Company’s stockholders were asked to vote on the four proposals submitted
by the Board for stockholder approval, as set forth in the Proxy.
As disclosed in the
Proxy, the Board fixed September 9, 2021 as the record date for the Annual Meeting (the “Record Date”) and, pursuant to our
Bylaws, only those Shares that were issued and outstanding as of the Record Date were eligible to participate in and vote at the Annual
Meeting. As of the close of business on the Record Date, there were 95,951,269 Shares entitled to vote at the Annual Meeting.
The Company’s
Bylaws require the presence of a quorum of at least one-third (33.33%) of the Shares eligible to vote at the Annual Meeting for business
to be conducted. There were 46,382,840 Shares present at the Annual Meeting in person or by proxy, constituting approximately 48% of the
Shares eligible to vote at the Annual Meeting, satisfying our Bylaws’ quorum requirement.
At the Annual Meeting,
the following four proposals were voted on by the Company’s stockholders:
Proposal No. 1: Election
of Directors
Proposal No. 2: Ratification
of the Independent Auditors
Proposal No. 3: Advisory
Vote on the Company’s Executive Compensation
Proposal No.
4: Approval of the Second Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan
According to the final
vote, the Company’s stockholders approved each of these four proposals at the Annual Meeting.
The final voting results
on each of the proposals at the Annual Meeting are set forth below:
Proposal No. 1: Election
of Directors
Director Nominee
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Director Class
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Expiration of Term
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For
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Withheld
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Broker Non-Votes
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Benjamin Yi
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Class III
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2024 Annual Meeting
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16,522,120
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2,599,261
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27,261,459
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Jason Les
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Class III
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2024 Annual Meeting
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18,587,620
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533,761
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27,261,459
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Hannah Cho
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Class II
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2023 Annual Meeting
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18,626,967
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494,414
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27,261,459
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Lance D’Ambrosio
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Class II
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2023 Annual Meeting
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18,639,857
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481,524
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27,261,459
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Hubert Marleau
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Class I
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2022 Annual Meeting
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14,263,241
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4,858,140
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27,261,459
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Accordingly, each of
the director nominees were elected by the stockholders as members of the Board of Directors to serve for the term of office expiring at
the indicated Annual Meeting according to their Director Class, or until their respective successors are duly elected and qualified.
Proposal
No. 2: Ratification of the Independent Auditors
For
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Against
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Abstaining
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45,054,999
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678,333
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649,508
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Accordingly, the appointment
of Marcum, LLP, as the Company’s independent registered public accounting firm for the year ending December 31, 2021 was approved
by the stockholders.
Proposal
No. 3: Advisory Vote on the Company’s Executive Compensation
For
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Against
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Abstaining
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Broker Non-Votes
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17,719,236
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1,100,231
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301,914
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27,261,459
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Accordingly, by advisory
vote of the stockholders, the Company’s executive compensation for the year ended December 31, 2020 was approved.
Proposal
No. 4: Approval of the Second Amendment to the 2019 Riot Blockchain, Inc. Equity Incentive Plan
For
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Against
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Abstaining
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Broker Non-Votes
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17,786,572
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1,048,711
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286,098
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27,261,459
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Accordingly, the Second Amendment to the 2019 Equity Plan, as included
as Annex A to the Proxy and attached hereto as Exhibit 10.1, was approved by vote of the stockholders.
Item 7.01 –
Regulation FD Disclosure.
On October 19, 2021,
Riot Blockchain issued a press release (the “Press Release”) announcing the development of 200 megawatts (MW) of immersion-cooled
Bitcoin mining infrastructure and hardware at its Rockdale, Texas Bitcoin mining facility operated by its subsidiary, Whinstone US, Inc.
(“Whinstone”). To the Company’s knowledge, this 200 MW development is the Bitcoin mining industry’s first industrial-scale
development of immersion-cooled Bitcoin mining hardware. A copy of the Press Release is attached hereto as Exhibit 99.1 and is also available
on the “Investors” page of our website, www.riotblockchain.com/investors, under the “News and Events – Press Releases”
tab (https://www.riotblockchain.com/investors/news-events/press-releases) .
The Company also released
a video presentation on the development of its immersion-cooled Bitcoin mining hardware project at its Whinstone Bitcoin mining facility
(the “Video Presentation”), which it has released on the “Investors” page of our website, www.riotblockchain.com/investors,
under the “Company Info – Presentations” tab (https://www.riotblockchain.com/investors/company-information/presentations),
and through its various social media accounts, as discussed under Item 8.01 below.
Further, on October
20, 2021, Riot Blockchain hosted a tour of its Whinstone Bitcoin mining facility for investors, analysts and other interested parties
(the “Investor Day”). During the Investor Day, members of Riot Blockchain’s senior management team, Board of Directors,
and representatives of the Whinstone team discussed the Company’s development of increased Bitcoin mining capacity at its Whinstone
Bitcoin mining facility, including the development of 200 MW of immersion-cooled Bitcoin mining hardware and an additional 200 MW of air-cooled
Bitcoin mining capacity, augmenting the 300 MW of operational Bitcoin mining capacity presently deployed at Riot Blockchain’s Whinstone
Bitcoin mining facility. The Investor Day was previously announced in the Company’s September 29, 2021 press release and was furnished,
pursuant to Item 7.01 of its current report on Form 8-K filed with the Commission on October 4, 2021, as exhibit 99.1 to the Company’s
October 4, 2021 current report.
The information furnished
pursuant to this Item 7.01 of this Current Report on Form 8-K (this “Current Report”), including Exhibit 99.1 attached
hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 8.01 –
Other Events.
Riot Blockchain communicates
information about the Company through our company website (www.riotblockchain.com/), our investor relations website (www.riotblockchain.com/investors),
our filings with the Commission, press releases, public conference calls, webcasts, site tours and our various social media accounts.
We post information about the Company (which may or may not be material) via the following social media accounts: our Twitter handle (@RiotBlockchain),
our LinkedIn page (https://www.linkedin.com/company/riot-blockchain/) and on our Facebook page (https://www.facebook.com/RiotBlockchain/).
We also post updates specific to the development of our Whinstone Bitcoin mining facility through Whinstone’s social media accounts,
including Whinstone’s Twitter handle (@WhinstoneUS) and its Facebook page (https://www.facebook.com/whinstoneus/). The social media
channels used by Riot Blockchain and its subsidiary, Whinstone, may be updated by the Company from time to time.
Although Riot Blockchain
does not intend for its social media accounts to be its primary method of disclosure for material information, it is possible that certain
information the Company posts on its social media accounts may be deemed material to investors. Therefore, Riot Blockchain is notifying
investors, the media and other interested parties that it intends to use its social media accounts, together with its investor relations
website, traditional press releases, and filings with the Commission, to publish important information about the Company, including information
that may be deemed material to investors. Riot Blockchain encourages investors, the media and other interested parties to review the information
we post on our investor relations website and social media channels, in addition to information announced by the Company through our filings
with the Commission, press releases, webcasts and other presentations.
Cautionary Note Regarding Forward-Looking
Statements
Statements in this Current Report, including those
made in the documents incorporated by reference herein, that are not statements of historical fact may be forward-looking statements that
reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements
are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Because such
statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking
statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,”
“will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements.
The assumptions and expectations expressed in these forward-looking statements may never materialize or may prove to be incorrect. Actual
results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various
risks and uncertainties. These forward-looking statements may include, but are not limited to, statements about the benefits of our acquisition
of Whinstone US, Inc., including financial and operating results of both companies following the acquisitions, and the Company’s
plans, objectives, expectations and intentions for the future. Among the risks and uncertainties that could cause actual results to differ
from those expressed in forward-looking statements, include, but are not limited to: unaudited estimates of BTC production; our future
hash rate growth (expressed in terms of exahashes per second (EH/s)); our anticipated benefits of immersion-cooling, our expected schedule
of new miner deliveries; our ability to successfully deploy new miners; MW capacity under development; the integration of the businesses
of the Company and Whinstone may not be successful, or such integration may take longer or be more difficult, time-consuming or costly
to accomplish than anticipated; failure to otherwise realize anticipated efficiencies and strategic and financial benefits from the acquisition
of Whinstone; and the impact of COVID-19 on us, our customers, or on our suppliers in connection with our estimated timelines. Detailed
information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in
this press release may be found in the Company’s filings with the SEC, including in the sections entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2020, and our other filings with the SEC, including, but not limited to the additional risk factors set forth
in the Company’s Current Report on Form 8-K filed with the SEC on May 26, 2021, copies of which may be obtained from the SEC’s
website, www.sec.gov. All forward-looking statements included in this Current Report, including those made in the documents incorporated
by reference herein, are made only as of the date of this Current Report and, as applicable the date of the documents incorporated by
reference herein. The Company disclaims any intention or obligation to update or revise any forward-looking statements to reflect events
or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading
this Current Report and the documents incorporated by reference herein are cautioned not to place undue reliance on such forward-looking
statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
S I G N A T U
R E
Pursuant to
the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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RIOT BLOCKCHAIN, INC.
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By:
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/s/ Jeffrey McGonegal
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Jeffrey McGonegal
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Chief Financial Officer
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Date: October 22,
2021
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