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): April 14, 2020 (April 8, 2020)

 

Riot Blockchain, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-33675   84-1553387
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

  202 6th Street, Suite 401,  
  Castle Rock, CO  80104  
  (Address of principal executive offices)   
     

 

  (303) 794-2000  
  (Registrant’s telephone number, including area code)  

 

 

(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   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   RIOT   NASDAQ Capital Market

 

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 1.01 - Entry into a Material Definitive Agreement.

 

On April 8, 2020, Riot Blockchain, Inc. (“Riot” or the “Corporation”) entered into the Coinmint Co-Locating Mining Services Agreement (the “Coinmint Agreement”) with Coinmint, LLC (“Coinmint”), for up to approximately 9,500 kilowatt hours of energy to power up to 4,000 new Antminer S-17 Pro miners (the “Miners”). Pursuant to the terms of the Coinmint Agreement, Riot will deliver in stages up to 4,000 of its Miners to Coinmint’s Massena, New York facility (the “Coinmint Facility”) which will host the Miners, including performing all maintenance in order to operate the Miners. In exchange, Coinmint will receive a performance fee based on the net digital assets generated by the Miners deployed at the Coinmint Facility. Riot expects that the Coinmint Agreement will reduce its costs associated with operating the Miners and provide Riot with the opportunity to expand its total hashing capacity. The initial term of the Coinmint Agreement is for a period of six (6) months after the effective date of April 8, 2020, and provides for automatic renewal terms of three (3) months, unless terminated earlier by Riot or Coinmint upon ninety (90) days’ notice to the other party.

 

The foregoing description of the Coinmint Agreement does not purport to be complete and is qualified in its entirety by reference to the Coinmint Agreement, a redacted copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01 – Regulation FD Disclosure.

 

On April 14, 2020, the Corporation issued a press release announcing the execution of the Coinmint Agreement. A copy of the press release announcing the execution of the Coinmint Agreement is attached hereto as Exhibit 99.1.

 

About Riot Blockchain

Information reported in this Current Report on Form 8-K is limited to the scope of the information reportable under a Current Report on Form 8-K under the rules and regulations of the Commission. Please refer to the additional information concerning the Corporation referenced in the following notices and safe harbor provision for material risks and other uncertainties.

Investor Notice

An investment in the Corporation’s common stock involves a high degree of risk, and an investor should only purchase the Corporation’s securities if he or she can afford to suffer the loss of his or her entire investment. In determining whether to purchase the Corporation’s common stock, an investor should carefully consider all of the material risks described in this Current Report on Form 8-K below, together with the factors described under Item 1A under the heading “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Securities and Exchange Commission (the “SEC”) on March 25, 2020, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, together with the financial or other information contained or incorporated by reference in such reports. In addition to the risks discussed below, other risks not presently known to us or that we currently believe to be immaterial may also adversely affect our business, financial condition and results of operations, perhaps materially. The risks discussed below also include forward-looking statements, and actual results and events may differ substantially from those discussed or highlighted in those forward-looking statements. See also the Section entitled “Forward-Looking Statements” herein.

 

 

 
 
 

Forward-Looking Statements

The information provided in this report may include forward-looking statements relating to future events or the future financial performance of the Corporation. 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,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Corporation and involve assumptions that 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. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in report relating to the Corporation may be found in the Corporation’s periodic filings with the Commission, including the factors described in the sections entitled “Risk Factors”, copies of which may be obtained from the SEC’s website at www.sec.gov. The Corporation does not undertake any obligation to update forward-looking statements contained in this report.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number Description
10.1

 

Coinmint Co-Locating Mining Services Agreement by and between Riot Blockchain, Inc. and Coinmint, LLC, dated effective as of April 8, 2020.

99.1

 

Press Release issued by Riot Blockchain, Inc. on April 14, 2020 (furnished pursuant to Item 7.01 of this Current Report on Form 8-K).*

Portions of this exhibit have been omitted as confidential information.

 

S I G N A T U R E

 

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 hereunto duly authorized.

 

  RIOT BLOCKCHAIN, INC.
     
     
  By: /s/ Jeffrey McGonegal
    Jeffrey McGonegal
    Chief Executive Officer


 

Date: April 14, 2020

 

 

 

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