Item 7.01 –
Regulation FD Disclosure.
On April 27, 2021,
Riot Blockchain, Inc. (“Riot,” “us,” “we,” “our,” or the
“Corporation”) is participating in the 2021 H.C. Wainwright Cryptocurrency, Blockchain & FinTech Conference (the
“Conference”), with Jason Les, our Chief Executive Officer, as a presenter.
Participants at the
Conference are being provided with Riot’s presentation deck (the “Riot Presentation”). The Corporation is furnishing
the Riot Presentation provided to participants at the Conference attached as Exhibit 99.1 to this Current Report on Form 8-K (this “Current
Report”). The Riot Presentation is also available on our website, https://www.riotblockchain.com, under the “Company
Info – Presentations” section.
The information furnished
herewith pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes
of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities
of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report includes forward-looking
statements within the meaning of the federal securities laws, including as to the completion and effects of the contemplated acquisition
by the Corporation of Whinstone and the future financial performance and operations 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,” “believes,” “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. These forward-looking statements include, but are not limited to, statements about the benefits
of the contemplated acquisition of Whinstone, including financial and operating results, and the Corporation’s plans, objectives,
expectations, and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in the
forward-looking statements are: (1) the satisfaction or waiver of the conditions precedent to the consummation of the contemplated acquisition,
including receipt of required regulatory clearances; (2) the occurrence of any event, change or other circumstance that could give rise
to the termination of the definitive purchase agreement; (3) unanticipated difficulties or expenditures relating to, of the failure to
realize the benefits of, the contemplated acquisition; (4) legal proceedings, judgments or settlements in connection with the contemplated
acquisition; (5) disruptions of current plans and operations caused by the announcement and pendency of the contemplated acquisition;
and (6) the response of employees, customers, suppliers, business partners and regulators to the announcement of the contemplated acquisition.
Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements
in this press release relating to the Corporation may be found in the Corporation’s filings with the U.S. Securities and Exchange
Commission (“SEC”), including in the sections entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” of the Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which
was filed with the SEC on March 31, 2021, and the Company’s Current Reports on Form 8-K which were filed with the SEC on April 8,
2021 and April 9, 2021, copies of which may be obtained from the SEC’s website at www.sec.gov. All forward-looking statements
included in this Current Report are made only as of the date of this Current Report, and the Corporation does not undertake any obligation
to publicly update or correct any forward-looking statements to reflect events or circumstances that subsequently occur, or of which the
Corporation hereafter becomes aware, except as required by law.