Current Report Filing (8-k)
July 21 2020 - 4:14PM
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): July 21, 2020 (July 16, 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 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 8.01
- Other Events.
On
July 16, 2020, Riot Blockchain, Inc. (“Riot” or the “Corporation”) issued a press release
announcing the receipt of 1,000 Model S19 Pro Antminers next generation cryptocurrency miners (the “Miners”)
from BitmainTech, PTE (“Bitmain”) at the Coinmint, LLC (“Coinmint”), co-locating mining
facility in Massena, New York. Riot previously reported the agreement with Coinmint on its current report on Form 8-K filed with
the SEC on April 14, 2020 and Riot previously reported the acquisition of these 1,000 next generation Miners from Bitmain on its
current report on Form 8-K filed with the SEC on May 5, 2020. A copy of the Corporation’s press release announcing the delivery
of the 1,000 next generation Model S19 Pro Miners is attached hereto as Exhibit 99.1.
The
information provided under this Item 8.01, 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.
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 under Item 1A under
the heading “Risk Factors” in the Corporation’s 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 amended, and
as supplemented and updated by the Corporation on its 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 (collectively, the “Periodic
Reports”). In addition to the risks discussed in the Periodic Reports, other risks not presently known to the Corporation
or that the Corporation currently believes to be immaterial may also adversely affect the Corporation’s business, financial
condition and results of operations, perhaps materially. This Report and the Periodic Reports filed by the Corporation also include
forward-looking statements, and actual results and events may differ substantially from those discussed or highlighted in those
forward-looking statements. Please review the Sections entitled “Forward-Looking Statements” contained in the Corporation’s
Periodic Reports.
*
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:
July 21, 2020
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