Current Report Filing (8-k)
February 03 2020 - 9:05AM
Edgar (US Regulatory)
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): February 3, 2020 (January 29, 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
8.01 – Other Events.
On
January 30, 2020, Riot Blockchain, Inc. (“Riot” the “Company”) issued a press release announcing
that on January 29, 2020, it had received written notice from the Division of Enforcement of the Securities and Exchange Commission
(the “SEC”) that the SEC had concluded its investigation of Riot (the “SEC Investigation”).
The SEC Investigation was previously disclosed by Riot on its current report on Form 8-K filed on April 9, 2018. According to
the letter, the SEC has concluded its investigation of Riot and, based on the information the SEC had as of the date of the letter,
the SEC does not intend to recommend an enforcement action against Riot, with respect to the matters investigated by the SEC.
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 April 2, 2019, as amended on Form 10-K/A, filed with the SEC on April 23, 2019, 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.
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.
*
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:
February 3, 2020
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