Current Report Filing (8-k)
August 16 2022 - 5:02PM
Edgar (US Regulatory)
0001167419
false
0001167419
2022-08-15
2022-08-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 16, 2022 (August
15, 2022)
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.) |
|
3855
Ambrosia Street, Suite
301
Castle Rock, CO 80109 |
|
|
(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, no par value per share |
|
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 2.02 – Results of Operations and Financial Condition.
On August 15, 2022, Riot Blockchain, Inc. (the “Company”
or “Riot”) issued a press release (the “Press Release”) announcing its financial results for the fiscal quarter
ended June 30, 2022. A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 7.01 –
Regulation FD Disclosure.
The Press Release
includes information regarding Riot’s financial position and business and operations. A copy the Press Release is attached
hereto as Exhibit 99.1 and is also available on the “Investors” page of our website, www.riotblockchain.com, under the “News
and Events – Press Releases” tab.
The information
furnished pursuant to Item 2.02 and 7.01 of this Current Report on Form 8-K (this “Current Report”), including the exhibit
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.
Cautionary Note
Regarding Forward-Looking Statements
Statements in this Report,
including those made in the Press Release attached as Exhibit 99.1 to this Report, 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. 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 are subject to various risks and uncertainties and, therefore,
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 acquisitions, including our financial and operating results following these acquisitions,
and Riot’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, without limitation, risks related to: our estimates of
bitcoin mining production are not audited; our future hash rate growth (expressed in terms of hashes per second); our anticipated benefits
of immersion-cooling; our expected schedule of new miner deliveries; our ability to successfully deploy the new bitcoin mining computers
we acquire; the timely completion of our expanded megawatt capacity under development; the integration of acquired businesses 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 our acquisitions; 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 Report, including the documents incorporated
by reference herein, may be found in Riot’s filings with the Securities Exchange Commission (the “SEC”), including under
sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of Riot’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on March 16, 2022, as amended, as well as the our other
filings with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included
in this Report, including those made in the Press Release attached as Exhibit 99.1 to this Report and in the other documents we file with
the SEC, are made only as of the date of this Report and, as applicable, the date of the other documents we file with the SEC. Riot disclaims
any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur,
or of which Riot hereafter becomes aware, except as required by law. Persons reading this Report, the Press Release, and the other documents
we file with the SEC are cautioned not to place undue reliance on such forward-looking statements.
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.
|
RIOT BLOCKCHAIN, INC. |
|
|
|
|
|
|
|
By: |
/s/ Jeffrey
McGonegal |
|
|
Name: Jeffrey McGonegal |
|
|
Title: Chief Financial Officer |
Date: August 16, 2022
Riot Platforms (NASDAQ:RIOT)
Historical Stock Chart
From Aug 2024 to Sep 2024
Riot Platforms (NASDAQ:RIOT)
Historical Stock Chart
From Sep 2023 to Sep 2024