Current Report Filing (8-k)
May 12 2020 - 4:47PM
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 12, 2020 (May 6, 2020)
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.)
|
|
202 6th Street, Suite 401,
|
|
|
Castle Rock, CO 80104
|
|
|
(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
|
|
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
1.01 – Entry into a Material Definitive Agreement.
On
May 6, 2020, Riot Blockchain, Inc. (“Riot,” “us,” “we,” “our,”
or the “Corporation”) entered into a sale and purchase agreement (the “Agreement”) with
Bitmaintech PTE, LTD (“Bitmain”) to purchase 1,040 additional Antminer S19 Pro digital currency miners (the
“Miners”) for an aggregate purchase price of approximately $1.94 million, subject to adjustment and additional
costs as set forth in the Agreement. The acquisition of these additional Miners was made on substantially the same terms as the
April 30, 2020 sale and purchase agreement between Riot and Bitmain, first reported by the Corporation on its current report on
Form 8-K filed with the SEC on May 5, 2020. The Corporation expects delivery of the Miners to occur in late July 2020, and the
Corporation anticipates installation and integration of these additional new Miners to occur shortly after delivery.
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 (this “Report”) and
is incorporated into this Report by reference.
Item
2.02 – Results of Operations and Financial Condition.
On
May 11, 2020, the Corporation issued a press release announcing its first quarter 2020 financial results, as well as its recent
legal, operational and financial highlights. 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
7.01 – Regulation FD Disclosure.
On
May 7, 2020, the Corporation issued a press release announcing the acquisition of the 1,040 additional Miners disclosed under
Item 1.01 of this Report. 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 in these reports, 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.
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.
Item 9.01
– Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit
Number
|
Description
|
10.1†
|
Sale and Purchase Agreement by and between Bitmaintech PTE, LTD and Riot Blockchain, Inc., dated as of May 6, 2020.
|
99.1
|
Press Release, issued by Riot Blockchain, Inc. on May 11, 2020 (furnished pursuant to Item 2.02 of this Current Report on Form 8-K).*
|
99.2
|
Press Release, issued by Riot Blockchain, Inc. on May 7, 2020 (furnished pursuant to Item 8.01 of this Current Report on Form 8-K).*
|
†
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.
|
RIOT BLOCKCHAIN, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey McGonegal
|
|
|
Jeffrey McGonegal
|
|
|
Chief Executive Officer
|
Date:
May 12, 2020
Riot Platforms (NASDAQ:RIOT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Riot Platforms (NASDAQ:RIOT)
Historical Stock Chart
From Apr 2023 to Apr 2024