UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): October 6, 2020 (
(Exact name of registrant as specified in its charter)
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Item 1.01 – Entry into a Material Definitive Agreement.
On September 30, 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”), for the purchase of 2,500 Antminer S19 Pro-110 TH/s digital currency miners (the “Miners”), substantially on the terms and conditions of the previous sale and purchase agreements for the acquisition of Antminer S19 Pro Miners, entered into by and between Riot and Bitmain, as reported on the Company’s current reports on Form 8-K filed on August 27, 2020, August 18, 2020, June 6, 2020, May 12, 2020, and May 5, 2020.
Pursuant to the Agreement, Riot will pay Bitmain approximately $6.6 million (subject to adjustments, offsets and costs as set forth in the Agreement) (the “Purchase Price”) in exchange for these 2,500 S19 Pro Miners. Riot paid the first of two approximately equal installments of the Purchase Price upon execution of the Agreement as a refundable down payment and will pay the remaining balance of the Purchase Price on or before November 20, 2020. Shipment of these 2,500 S19 Pro Miners is to occur on or before December 31, 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 (this “Report”) and is incorporated into this Report by reference.
Item 8.01 – Other Events.
On October 6, 2020, Riot issued a press release announcing the acquisition of the 2,500 S19 Pro Miners, as disclosed under Item 1.01 of this Report. A copy of the Corporation’s press release announcing the purchase is attached hereto as Exhibit 99.1.
The information provided under this Item 8.01, including exhibit 99.1, is being furnished by the Corporation pursuant to this Item 8.01 only 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, Inc.
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 our most recent Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 25, 2020, as amended, and 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 discussions regarding material risks 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.
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Item 9.01. (d) Exhibits. |
Financial Statements and Exhibits. |
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Exhibit Number
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Description |
| 10.1† | |
| 99.2 | Press Release, issued by Riot Blockchain, Inc. on October 6, 2020, announcing the agreement with Bitmain to purchase 2,500 S19 Pro Miners (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: October 6, 2020