Current Report Filing (8-k)
March 23 2022 - 4:34PM
Edgar (US Regulatory)
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2022-03-21
2022-03-21
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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): March 23, 2022 (March 21, 2022)
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 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
3855
Ambrosia Street, Suite
301
Castle Rock, CO 80109 |
|
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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 |
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 – Departure of Directors
or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers.
On
March 21 ,
2022, Riot Blockchain, Inc. (“Riot”, the “Company”, “we”, “us”, “our”, etc.)
entered into a Separation and Release Agreement (the “Separation Agreement”) with our Chief Operating Officer, Megan M. Brooks-Anderson,
regarding her separation from us, effective as of April 7, 2022 (the “Separation Date”), and her provision of certain transition
services to us to help facilitate a smooth transition following the cessation of her employment with us from the Separation Date through
July 7, 2022, unless earlier terminated as provided in the Separation Agreement (the “Transition Period”). Under applicable
law, the Separation Agreement may be revoked for seven days following its execution; therefore, the Separation Agreement will become effective
as of March 29, 2022, unless earlier revoked.
The Separation Agreement provides for: (i) a customary
waiver and release in favor of the Corporation; (ii) reconfirmation and certain extensions of the obligations under existing agreements
pertaining to confidentiality and intellectual property ownership; (iii) the parties’ agreements regarding cooperation following
the Separation Date; (iv) the provision of certain transition services to the Corporation and payment of the transition services fees;
and (v) upon the Separation Agreement becoming binding and enforceable by its terms, payment of the following amounts as separation benefits:
(A) a cash severance payment of $406,250.00, less amounts withheld for applicable taxes, representing 15 months’ base salary, payable
in semi-monthly installments commencing July 7, 2022 according to Riot’s ordinary compensation practices; (B) a lump-sum payment
as of the Separation Date of $86,370.00, less amounts withheld for applicable taxes, representing the pro-rated portion of the gross annual
Incentive Bonus amount for fiscal year 2022 accrued through the Separation Date; (C) continued vesting through the end of the Transition
Period of 6,000 time-based restricted stock units (“RSUs”) previously granted under the Riot Blockchain, Inc. 2019 Equity
Incentive Plan, as amended, (the “2019 Equity Plan”) pursuant to the RSU award agreements dated as of April 7, 2021 and November
5, 2021, with acceleration of the final 1,500 RSUs awarded under the November 5, 2021 RSU award agreement as of July 7, 2022, as permitted
under the 2019 Equity Plan and as approved by the Corporation’s Compensation and Human Resources Committee; (D) continued vesting
through the end of the Transition Period of the performance-based restricted stock units (“PSUs”) previously granted under
the 2019 Equity Plan pursuant to the PSU award agreement dated as of August 12, 2022, based on the Corporation’s performance as
of the end of Q2 2022 on June 30, 2022; and (E) if continuing coverage under our group medical plan is elected pursuant to the Consolidated
Omnibus Budget Reconciliation Act, as amended, (“COBRA”) payment of COBRA premiums until the earlier of 18 months after the
Separation Date or the date such coverage commences under a subsequent employer’s medical insurance plan. Further, in consideration
of the transition services, we agreed to pay a cash fee of $81,250.00, payable in semi-monthly installments throughout the Transition
Period, and grant 75,000 RSUs under the 2019 Equity Plan, which are eligible to vest in three equal tranches as of May 7, 2022, June 7,
2022, and July 7, 2022.
The foregoing summary of the Separation Agreement
is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein
by reference.
Item 9.01–
Financial Statements and Exhibits.
(d) Exhibits.
* Certain marked 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, 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: |
/s/ Jeffrey McGonegal |
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Name: Jeffrey McGonegal |
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Title: Chief Financial Officer |
Date: March 23, 2022
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