Current Report Filing (8-k)
February 26 2020 - 8:59AM
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 26, 2020 (February 20, 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. ☐
7.01
– Regulation FD Disclosure.
On
February 20, 2020, the Company issued a press release outlining its 2020 strategic priorities, including reinforcing the Company’s
confidence in bitcoin by focusing on bitcoin mining and pursuing opportunities more directly related to bitcoin mining. Further,
in order to assist the Company in evaluating its strategic opportunities, the Company announced it engaged XMS Capital Partners
to help Riot navigate the dynamic bitcoin landscape and advise the Company on potential strategic transactions in bitcoin mining
related operations. Furthermore, in order to concentrate its focus on cryptocurrency mining, the Company announced it opted to
sunset further development of its U.S.-based digital currency exchange, known as the RiotX Exchange, originally initiated in early
2018.
A
copy of the press release is attached hereto as Exhibit 99.1.
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 26, 2020
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