Current Report Filing (8-k)
August 18 2020 - 4:53PM
Edgar (US Regulatory)
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2020-08-18
2020-08-18
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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): August 18, 2020 (August 12, 2020)
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,
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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
1.01 – Entry into a Material Definitive Agreement.
On
August 12, 2020, Riot Blockchain, Inc. (“Riot,” “us,” “we,” “our,”
or the “Corporation”) entered into a sale and purchase agreement (the “Agreement”) with
Bitmaintech PTE, LTD (“Bitmain”), for the purchase of 8,000 Antminer S19 Pro digital currency miners (the “Miners”).
Pursuant
to the Agreement, Riot will pay Bitmain approximately $17.7 million (subject to adjustments, offsets and costs as set forth in
the Agreement) (the “Purchase Price”) as follows: (i) 40% of the Purchase Price, payable within two days of
Bitmain’s acceptance of Riot’s order as a refundable down payment; (ii) 10% of the Purchase Price to be paid on or
before September 30, 2020; and (iii) the remaining 50% to be paid in four equal monthly installments beginning on December 1,
2020, with the final payment to be made on or before March 1, 2021. Delivery of the 8,000 new S19 Pro Miners is to be made in
four installments of approximately 2,000 S19 Pro Miners each, with the first installment to be delivered in January 2021, and
the fourth and final installment to be delivered on or before April 30, 2021.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”) and is incorporated
into this Report by reference.
Item
8.01 – Other Events.
On
August 13, 2020, the Corporation issued a press release announcing the receipt of 1,040 S19 Miners from Bitmain at the Coinmint,
LLC (“Coinmint”), co-location mining facility in Massena, New York. Riot previously reported the agreement
with Coinmint on its current report on Form 8-K filed on April 14, 2020 and Riot previously reported the acquisition of these
1,040 S19 Miners from Bitmain on its current report on Form 8-K filed on May 12, 2020. A copy of the Corporation’s press
release announcing the delivery of the 1,040 S19 Miners is attached hereto as Exhibit 99.1.
On
August 17, 2020, the Corporation issued a press release announcing the acquisition of an additional 8,000 new S19 Pro Miners as
disclosed under Item 1.01 of this Report. A copy of the Corporation’s press release announcing the purchase is attached
hereto as Exhibit 99.2.
The
information provided under this Item 8.01, including the exhibits 99.1 and 99.2, is being furnished by the Corporation pursuant
to this Item 8.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly
set forth in any such filing.
About
Riot Blockchain, Inc.
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 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 SEC on March 25, 2020, as amended and 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 in these reports, 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 discussions
regarding material risks also include forward-looking statements, and actual results and events may differ substantially from
those discussed or highlighted in those forward-looking statements.
Safe
Harbor
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.
Exhibit
Number
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Description
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10.1†
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Sale
and Purchase Agreement by and between Bitmaintech PTE, LTD and Riot Blockchain, Inc., dated
as of August 12, 2020.
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99.1
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Press
Release, issued by Riot Blockchain, Inc. on August
13, 2020, announcing the delivery of 1,040 S19 Miners (furnished pursuant to Item 8.01 of
this Current Report on Form 8-K).*
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99.2
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Press Release, issued
by Riot Blockchain, Inc. on August 17, 2020, announcing the agreement with Bitmain to purchase 8,000 S19 Pro Miners (furnished
pursuant to Item 8.01 of this Current Report on Form 8-K).*
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†
Portions of this exhibit have been omitted as confidential information.
*
The information contained in this Press Release is furnished but not filed for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended.
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 Executive Officer
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Date:
August 18, 2020
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