Current Report Filing (8-k)
May 05 2020 - 4:55PM
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): May 5, 2020 (April 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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(293) 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 229.425)
☐ 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 (§229.405
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
1.01 - Entry Into a Material Definitive Agreement.
On
April 29, 2020, Riot Blockchain, Inc. (“Riot” or the “Corporation”) entered into a Sale
and Purchase Agreement (the “Agreement”) with Bitmaintech PTE. LTD. (“Bitmain”), pursuant
to which the Corporation agreed to purchase one thousand (1,000) next generation model Antminer S19 Pro digital currency miners
(the “Miners”), for an aggregate purchase price of approximately US $2,437,000, subject to adjustment and additional
costs as set forth in the Agreement. Pursuant to the Agreement, shipment of the Miners is expected to be completed by late June
2020.
The
foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
2.01 - Completion of Acquisition or Disposition of Assets.
The
information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 of this
Current Report on Form 8-K.
Item 2.02 –
Results of Operations and Financial Condition.
On May 2, 2020,
the Corporation issued a press release announcing its April 2020 production update and related matters. A copy of the Corporation’s
press release announcing the purchase is attached hereto as Exhibit 99.1.
The information
provided under this Item 2.02, including the exhibit, is being furnished by the Corporation and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any
filing under the Securities Act of 1933, as amended, except as expressly set forth in any such filing.
Item
8.01 - Other Events.
On
April 29, 2020, the Corporation issued a press release announcing the purchase of 1,000 model Antminer S19 Pro digital currency
miners from Bitmain, as disclosed under Item 1.01 of this Current Report on Form 8-K. A copy of the Corporation’s press
release announcing the purchase is attached hereto as Exhibit 99.2.
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 March 25, 2020, 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.
†
Portions of this exhibit have been omitted as confidential information.
*
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:
May 5, 2020
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