RIOT Riot Platforms Inc

Item 1.01 Entry into a Material Definitive Agreement.

On May 24, 2019, Riot Blockchain, Inc. (the “Company”), entered into an at-the-market offering agreement (the “Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) pursuant to which the Company may sell shares of its common stock (the “Shares”) in an at-the-market offering (the “ATM Offering”) through Wainwright as its sales agent for the term of the Sales Agreement. The Sales Agreement shall remain in effect until the expiration of Company’s Registration Statement on Form S-3 (File No. 333-226111) (the “Registration Statement”) under which the Shares are to be offered and sold, unless terminated earlier by the Company or Wainwright. The Company has no obligation to sell any of the Shares and may, at any time, suspend offers under the Sales Agreement or terminate the Sales Agreement entirely.

Sales of the Shares, if any, under the Sales Agreement may be made in transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended. Subject to the terms and conditions of the Sales Agreement, Wainwright will use its commercially reasonable efforts to sell the Shares per the Company’s instructions (including any price, time or size limits or other parameters or conditions the Company may impose thereon). The Company will pay Wainwright a placement fee of 3.0% of the gross sales price of any Shares sold under the Sales Agreement by Wainwright as its sales agent. The Company has also provided Wainwright with customary representations and warranties and indemnification rights. The Company has agreed to reimburse Wainwright for clearing agent set up, settlement, execution and financing in connection with the ATM Offering up to $50,000. The Company has also agreed to reimburse Wainwright for its legal fees reasonably incurred in connection with the ATM Offering in an amount not to exceed $50,000 and up to $2,500 per calendar quarter for diligence and legal expenses for the term of the offering.

The Shares will be offered and sold under the Registration Statement, which was declared effective by the Securities Exchange Commission (the “SEC”) on May 8, 2019. On May 24, 2019, the Company filed a prospectus supplement with the SEC relating to the offer by the Company of up to $100,000,000 of Shares through Wainwright as its sales agent in the ATM Offering.

The foregoing description of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 1.01 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Sales Agreement, nor shall there be any sale of such Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.