8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 1, 2017

Riot Blockchain, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	001-33675	84-155337
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

202 6th Street, Suite 401 Castle Rock, CO	80104
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (303) 545-5550

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 (see General Instruction A.2. below):

[_] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 2.01 Completion of Acquisition or Disposition of Assets

On November 3, 2017, Riot Blockchain, Inc., (the "Company") filed a Current Report on Form 8-K (the "Original Form 8-K") to report the acquisition of Kairos Global Technology, Inc., a Nevada corporation ("Kairos"). At that time, the Company indicated that it intended to file the required financial statements and pro forma financial information within the date that such report was required to be filed. By this amendment to such Original Form 8-K, the Company is amending and restating Item 9.01 thereof to include the required financial statements and pro forma financial information in connection with the Company's acquisition of Kairos, which financial statements and unaudited pro forma financial information are filed or furnished as exhibits hereto and incorporated herein by reference. All of the other items in the Original Form 8-K remain the same and are hereby incorporated by reference into this Current Report on Form 8-K/A.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

1. The audited financial statements of Kairos Global Technology, Inc., as of and for the period from inception (October 19, 2017) to November 3, 2017, are filed as Exhibit 99.1 to this Current Report on Form 8-K/A.

(b) Pro Forma Financial Information

1. The unaudited pro forma combined statements of operations of the Company for the year ended December 31, 2016 and the nine months ended September 30, 2017, as well as the unaudited pro forma combined balance sheet of the Company as of September 30, 2017, giving effect to the acquisition of Kairos, are furnished as Exhibit 99.2 to this Current Report on Form 8-K/A.

(d) Exhibits

Exhibit Number	Description
23.1	Consent of MNP LLP.
99.1	Audited financial statements of Kairos Global Technology, Inc., as of and for the period from inception (October 19, 2017) to November 3, 2017.
99.2	Unaudited pro forma combined consolidated statements of operations of the Company as of and for the nine months ended September 30, 2017 and for the year ended December 31, 2016.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Riot Blockchain, Inc.(Registrant)
January 5, 2018	By:	/s/ Jeffrey G. McGonegal
		Name:	Jeffrey G. McGonegal
		Title:	Chief Financial Officer

 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in the Registration Statement on Form 8-K of our report dated January 4, 2018, relating to the financial statements of Kairos Global Technology Inc. consisting of the balance sheet as of November 3, 2017, and the related statements of loss and comprehensive loss, stockholders' equity and cash flows for the period from October 19, 2017 (date of incorporation) to November 3, 2017.

Signed:

/s/ MNP LLP

Toronto, Ontario

January 5, 2018

EX-99.1

Exhibit 99.1

Kairos Global Technology, Inc.

Financial Statements

For the period from incorporation October 19, 2017 to November 3, 2017

(Expressed in US Dollars, unless otherwise noted)

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Kairos Global Technology, Inc.

We have audited the accompanying balance sheet of Kairos Global Technology, Inc. (the "Company") as of November 3, 2017, and the related statements of loss and comprehensive loss, stockholders' equity and cash flows for the period from October 19, 2017 (date of incorporation) to November 3, 2017. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Kairos Global Technology, Inc. as of November 3, 2017, and the results of its operations and its cash flows for the period from October 19, 2017 (date of incorporation) to November 3, 2017, in conformity with accounting principles general accepted in the United States of America.

	/s/ MNP LLP
Toronto, Ontario January 4, 2018	Chartered Professional Accountants Licensed Public Accountants

F-1

KAIROS GLOBAL TECHNOLOGY, INC.

BALANCE SHEET

AS AT NOVEMBER 3, 2017

(Expressed in US dollars)

			November 3,
	Note		2017
				$
ASSETS
CURRENT
Cash				1,130,927
Total current assets				1,130,927
Equipment (net)		4		2,089,679
Total assets				3,220,606
LIABILITIES
CURRENT
Due to stockholders		7		45,644
Total current liabilities				45,644
Total liabilities				45,644
STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 40,000,000 shares   authorized, 1,750,001 issued and outstanding		5		1,750
Additional Paid-In Capital				3,173,257
Deficit				(45	)
Total stockholders' equity				3,174,962
Total liabilities and stockholders' equity				3,220,606

Nature of operations (Note 1)

Commitments and contingencies (Note 8)

Subsequent events (Note 10)

The accompanying notes are an integral part of the financial statements.

F-2

Kairos Global Technology, Inc.

Statement of Loss and Comprehensive Loss

For the period from incorporation October 19, 2017 to November 3, 2017

(Expressed in US dollars)

		$
OPERATING EXPENSES
General and administrative		45
TOTAL OPERATING EXPENSES		(45	)
NET LOSS AND COMPREHENSIVE LOSS		(45	)
Net income (loss) per share
Basic and diluted	$	(0.00	)
Weighted average shares outstanding		1,350,001

The accompanying notes are an integral part of the financial statements.

F-3

Kairos Global Technology, Inc.

Statement of Changes in Stockholders' Equity

For the period from incorporation October 19, 2017 to November 3, 2017

(Expressed in US dollars)

	Common Stock				Retained earnings			Additional Paid-In
	Number of shares		Amount		(deficit)			Capital		Total
			$		$			$		$
Balance, October 19, 2017		-		-		-			-		-
Issuance of common stock		1,750,001		1,750		-			3,173,257		3,175,007
Comprehensive loss for the period		-		-		(45	)		-		(45	)
Balance, November 3, 2017		1,750,001		1,750		(45	)		-		3,174,962

The accompanying notes are an integral part of the financial statements.

F-4

Kairos Global Technology, Inc.

Statement of Cash Flows

For the period from incorporation October 19, 2017 to November 3, 2017

(Expressed in US dollars)

	$
OPERATING ACTIVITIES
Net loss for the period	(45	)
Cash flows from (used in) operating activities	(45	)
FINANCING ACTIVITIES
Advances from stockholders	45,644
Issuance of common shares	3,175,007
Cash flows from financing activities	3,220,651
INVESTING ACTIVITIES
Purchase of equipment	(2,089,679	)
Cash flows used in investing activities	(2,089,679	)
Change in cash during the period	1,130,927
Cash, beginning of period	-
Cash, end of period	1,130,927

The accompanying notes are an integral part of the financial statements.

F-5

Kairos Global Technology, Inc.

For the period from incorporation October 19, 2017 to November 3, 2017

Notes to the Financial Statements

(Expressed in US dollars)

1. Nature of operations

Kairos Global Technology Inc. ("Kairos" or the "Company") was incorporated in October 2017 under the laws of the State of Nevada. The Company deploys technological assets for cryptocurrency mining. The registered address of the Company is 1 East Liberty Street, Suite 600, Reno, Nevada 89501.

This balance sheet was authorized for issue by the Board of Directors on January 4, 2018.

2. Significant accounting policies

Basis of presentation

The Company prepares its financial statements under the accrual basis of accounting, in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The financial statements are presented in US dollars, which is the Company's functional currency.

Cash

Cash include only cash maintained in bank accounts. The Company maintains its cash in bank accounts in amounts that may exceed federally insured limits. The Company has not experienced any losses in these accounts in the past. The fair value of cash approximates their current carrying amounts.

Equipment

Equipment is carried at cost less accumulated depreciation. Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of equipment, since this most closely reflects the expected pattern of consumption of the future economic benefits embodied in the assets. The estimated useful life for the current equipment is 3 years.

Depreciation methods, useful lives and residual values are reviewed at each financial year end and adjusted if appropriate. Expenditures for improvements that extend the useful lives of equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred.

When assets are retired or otherwise disposed of, the cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is reflected in operations in the period realized.

Fair value of financial instruments

The Company's financial instruments include cash, and due to stockholders. Pursuant to FASB ASC 820 "Fair Value Measurements and Disclosures", the Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures.

F-6

Kairos Global Technology, Inc.

For the period from incorporation October 19, 2017 to November 3, 2017

Notes to the Financial Statements

(Expressed in US dollars)

The Company discloses the estimated fair value of its financial instruments according to a fair value hierarchy (Level 1, 2 and 3).  The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels are defined as follows:

Level 1 - Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 - Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Cash and due to stockholders are recorded at carrying values that approximate their fair value as they have maturities of less than one year. The fair value of the due to stockholders is fairly reflected by the book value as it has interest rates which are similar to current market interest rates.

Income taxes

Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amounts expected to be realized.

Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a liability approach to calculating deferred income taxes. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in its consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the periods in which the differences are expected to reverse. The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company's estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of related assets and liabilities in the period in which such events occur. Such adjustment may have a material impact on the Company's income tax provision and results of operations.

Recent accounting pronouncements

In November 2015, the FASB issued ASU No. 2015-17, "Balance Sheet Classification of Deferred Taxes," which requires that deferred tax liabilities and assets be classified on our Balance Sheets as noncurrent based on an analysis of each taxpaying component within a jurisdiction. ASU No. 2015-17 is effective for the fiscal year commencing after December 15, 2017. The Company does not anticipate that the adoption of ASU No. 2015-17 will have a material effect on the balance sheet or the results of operations.

F-7

Kairos Global Technology, Inc.

For the period from incorporation October 19, 2017 to November 3, 2017

Notes to the Financial Statements

(Expressed in US dollars)

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities". ASU 2016-01 requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. For the Company, ASU 2016-01 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the potential impact this standard may have on the financial statements and the timing of adoption.

In February 2016, the FASB issued ASU 2016-02, Leases. This update requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will also require additional disclosure about the amount, timing and uncertainty of cash flows arising from leases. The provisions of this update are effective for annual and interim periods beginning after December 15, 2018. The Company is still assessing the impact that the adoption of ASU 2016-02 will have on the balance sheet and the results of operations.

In August 2016, the FASB issued ASU 2016-15, "Statement of Cash Flow - Classification of Certain Cash Receipts and Cash Payments (Topic 230)" ("ASU 2016-15"), which addresses a few specific cash flow issues with the objective of reducing the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. For the Company, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. If the Company early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The Company is still assessing the impact that the adoption of ASU 2016-15 will have on the financial position and the results of operations.

In January 2017, the FASB issued ASU 2017-01, "Business Combinations: Clarifying the definition of a Business" which amends the current definition of a business. Under ASU 2017-01, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contributes to the ability to create outputs. ASU 2017-01 further states that when substantially all of the fair value of gross assets acquitted is concentrated in a single asset (or a group of similar assets), the assets acquired would not represent a business. The new guidance also narrows the definition of the term "outputs" to be consistent with how it is described in Topic 606, Revenue from Contracts with Customers. The changes to the definition of a business will likely result in more acquisitions being accounted for as asset acquisitions. ASU 2017-01 is effective for acquisitions commencing on or after June 30, 2019, with early adoption permitted. Adoption of this guidance will be applied prospectively on or after the effective date. The Company is still assessing the impact that the adoption of ASU 2017-01 will have on the financial position and the results of operations.

In May 2017, the FASB issued ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting ("ASU 2017-09"). ASU 2017-09 clarifies which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The standard is effective for interim and annual reporting periods beginning after December 15, 2017, with early adoption permitted. The Company is still assessing the impact that the adoption of ASU 2017-09 will have on the financial position and the results of operations.

F-8

Kairos Global Technology, Inc.

For the period from incorporation October 19, 2017 to November 3, 2017

Notes to the Financial Statements

(Expressed in US dollars)

In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260) Distinguishing Liabilities from Equity (Topic 480) Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception ("ASU 2017-11"). ASU 2017-11 allows a financial instrument with a down-round feature to no longer automatically be classified as a liability solely based on the existence of the down-round provision. The update also means the instrument would not have to be accounted for as a derivative and be subject to an updated fair value measurement each reporting period. The standard is effective for interim and annual reporting periods beginning after December 15, 2018, with early adoption permitted. The Company is still assessing the impact that the adoption of ASU 2017-11 will have on the financial position and the results of operations.

4. Equipment

Equipment as at November 3, 2017 consisted of cryptocurrency mining equipment. The equipment purchased was not yet operational, and therefore no amortization was taken during the period.

5. Stockholder's equity

		Common Stock
		Number of Shares		Amount
					$
Balance. October 19, 2017	(i), (ii)		-		-
Issuance of common stock			1,750,001		1,750
Balance, November 3, 2017			1,750,001		1,750

(i) On October 30, 2017, the Company issued 750,000 shares of common stock at a price of $0.10 with a par value of $0.001 per share.

(ii) On October 31, 2017, the Company issued 1,000,001 shares of common stock at a price of $3.10 with a par value of $0.001 per share.

6. Income Taxes

The provision for income taxes for the period ended November 3, 2017 consisted of the following:

Current taxes	$	-
Deferred taxes		10
Change in valuation allowance		(10	)
Total taxes for the period		-

The Company's income tax rate computed at the statutory federal rate of 34% differs from its effective tax rate primarily due to Current and deferred tax rate difference and deferred tax asset valuation allowance.

F-9

Kairos Global Technology, Inc.

For the period from incorporation October 19, 2017 to November 3, 2017

Notes to the Financial Statements

(Expressed in US dollars)

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, management evaluates whether it is more likely than not that some portion or all of its deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management's evaluation, the net deferred tax asset was offset by a full valuation allowance. The Company's deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets.

7. Related party transactions

During the period, the Company purchased equipment of $2,089,679 from a company controlled by the president of the Company. The purchase was measured at the exchange amount.

During the period, the Company received excess funds of $45,644 from stockholders as part of its issuance of common stock. The funds were returned to the stockholders subsequent to the period.

8. Commitments and contingencies

In the ordinary course of conducting its business, the Company may periodically be a defendant in various legal proceedings. Any estimated loss contingencies in excess of amounts covered by business liability insurance are included in accrued expenses. The Company determines the amount of the loss contingency based on the amount of exposure and an analysis of the likelihood that the Company will incur a loss. It is the best judgment of management that neither the financial position nor results of operations of the Company will be materially affected by the final outcome of these legal proceedings. During the period, the Company was not involved in legal proceedings and hence has not accrued any losses.

9. Financial instruments and risk management

Risk management

In the normal course of its business, the Company is exposed to a number of financial risks that can affect its operating performance. These risks, and the actions taken to manage them, are as noted below.

Market risk

Market risk is the risk that the fair value of the future cash flows of a financial instrument will fluctuate because of changes in the market prices. The Company's cash includes cash held in bank accounts that earn interest at variable interest rates. Due to the short-term nature of these financial instruments, fluctuations in market rates do not have a significant impact on estimated fair values.

Liquidity risk

Liquidity risk is the risk that the Company may not be able to generate sufficient cash resources to settle its obligations as they fall due. The Company's strategy is to satisfy its liquidity needs using cash on hand, cash flow generated from operating activities, and cash flow provided by financing activities. As of November 3, 2017, the Company had a working capital surplus of $1,085,283.

F-10

Kairos Global Technology, Inc.

For the period from incorporation October 19, 2017 to November 3, 2017

Notes to the Financial Statements

(Expressed in US dollars)

Capital risk management

The capital of the Company includes stockholders' equity, which is comprised of issued common stock,  additional paid-in-capital and deficit. The Company's objective when managing its capital is to safeguard the ability to continue as a going concern in order to provide returns for its stockholders, and other stakeholders and to maintain a strong capital base to support the Company's core activities.

10. Subsequent events

Subsequent to the period, the Company was acquired by Riot Blockchain, Inc. ("Riot") pursuant to a share exchange agreement.  Riot issued 1,750,001 Series B Convertible Preferred Stock, each convertible into one share of common stock of Riot, in exchange for all of the issued and outstanding common stock of the Company.

F-11

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On November 3, 2017, Riot Blockchain, Inc. (formerly – Bioptix, Inc.) (the "Company") completed and closed on a share exchange agreement (the "Agreement") with Kairos Global Technology, Inc., a Nevada corporation ("Kairos").  Pursuant to the Agreement the shareholders of Kairos exchanged all outstanding shares of Kairos' common stock to the Company and the Company issued an aggregate of One Million Seven Hundred Fifty Thousand and One (1,750,001) newly designated shares of Series B Convertible Preferred Stock (the "Series B Preferred Stock") which are convertible into an aggregate of One Million Seven Hundred Fifty Thousand and One (1,750,001) shares of the Company's common stock, no par value per share (the transaction, the "Kairos Transaction") to such shareholders.

The following unaudited pro forma combined financial information is shown as if the Company and Kairos had been combined as of January 1, 2016 for purposes of statement of operations purposes and as of September 30, 2017 for balance sheet purposes. The unaudited pro forma combined financial information of the Company and Kairos is based on estimates and assumptions, which have been made solely for purposes of developing such pro forma information. These pro forma financial statements are for informational purposes only. They do not purport to indicate the results that would have been realized had the acquisition been completed on the assumed date or for the periods presented, or which may be realized in the future. The actual results reported in periods following the closing date may differ significantly from the pro forma financial information for a number of reasons, including without limitation, differences in the ordinary course of business conducted after the closing date, differences between the assumptions and estimates used to prepare these unaudited pro forma financial statements and the actual amounts and the impact of incremental costs in connection with the acquisition of Kairos.

The pro forma adjustments and related assumptions are described in the accompanying Notes to the Unaudited Pro Forma Combined Financial Statements. The pro forma adjustments are based on assumptions related to the consideration paid, and the allocation thereof to the assets acquired and liabilities assumed of Kairos, based on preliminary best estimates of fair value. These estimates are based on the most recently available information. The purchase price allocation is dependent upon certain valuation and other studies, including tax analyses, which are not yet final. Accordingly, the pro forma purchase price adjustments are preliminary, subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurances that these final valuations will not result in material changes to the purchase price allocation. The unaudited pro forma combined financial statements should be read in conjunction with:

• The Company's audited consolidated financial statements, including the related notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 31, 2017, the Company's Definitive Proxy Statement as filed with the SEC on July 10, 2017 and the Company's interim unaudited consolidated financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in the Company's Quarterly Report on Form 10-Q for the nine months ended September 30, 2017, as filed with the SEC on November 13, 2017.

• Kairos' audited financial statements, including the related notes thereto, as of and for the period from inception (October 19, 2017) to November 3, 2017, included as Exhibit 99.1 in this Form 8-K/A.

F-1

RIOT BLOCKCHAIN, INC.

PRO FORMA COMBINED BALANCE SHEET

(unaudited)

	September 30, 2017
	Company Historical (A)			Kairos Historical (B)			Pro Forma Adjustments			Notes	Pro Forma Combined
ASSETS
Current assets:
Cash and cash equivalents	$	13,139,722		$	1,130,927		$	—			$	14,270,649
Prepaid and other		295,059			—			—				295,059
Current assets of discontinued operations		11,532			—			—				11,532
Total current assets		13,446,313			1,130,927			—				14,557,270
Property and equipment, net		4,113			2,089,679			—				2,093,792
Investment in goNumerical		3,000,000			—			—				3,000,000
Other long-term assets		899,319			—			—				899,319
Intangible assets acquired		—			—			8,637,545		(1)		8,637,545
Total assets	$	17,349,745		$	3,220,606		$	8,637,545			$	29,207,896
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	248,820		$	—		$	—			$	248,820
Accrued expenses		127,649			—			—				127,649
Installment and payable obligations		215,712			45,644			—				261,356
Deferred revenue		96,698			—			—				96,698
Current liabilities of discontinued operations		202,080			—			—				202,080
Total current liabilities		890,959			45,644			—				936,603
Deferred revenue		992,792			—			—				992,792
Total liabilities		1,883,751			45,644			—				1,929,395
Preferred stock		4,798,671			—			11,812,507		(1)		16,611,178
Common stock		131,490,219			3,175,007			(3,175,007	)	(1)		131,490,219
Accumulated deficit		(120,822,896	)		(45	)		45		(1)		(120,822,896	)
Total stockholders' equity		15,465,994			3,174,962			8,637,545				27,278,501
Total liabilities and stockholders' equity	$	17,349,745		$	3,220,606		$	8,637,545			$	29,207,896

(A)	As reported in the Company's Form 10-Q as of September 30, 2017 as filed with the SEC.
(B)	As derived from Kairos financial statements contained herein.

The accompanying notes are an integral part of the unaudited pro forma combined financial statements.

F-2

RIOT BLOCKCHAIN, INC.

PRO FORMA COMBINED STATEMENT OF OPERATIONS

(unaudited)

	Year Ended December 31, 2016
	Company Historical (A)			Kairos Historical (B)		Pro Forma Adjustments			Notes	Pro Forma Combined
Other revenue - fee	$	96,699		$	—	$	—			$	96,699
Operating expenses:
General and administrative Research and development		4,428,220			—		3,575,741		(2)		8,003,961
Research and development		860,843			—		—				860,843
Total operating expenses		5,289,063			—		3,575,741				8,864,804
Operating loss from continuing operations		(5,192,364	)		—		(3,575,741	)			(8,768,105	)
Other income (expense), net		2,034,543			—		—				2,034,543
Loss from continuing operations		(3,157,821	)		—		(3,575,741	)			(6,733,562	)
Loss from discontinued operations		(1,115,016	)		—		—				(1,115,016	)
Net loss	$	(4,272,837	)	$	—	$	(3,575,741	)		$	(7,848,578	)
Net loss per share:
Continuing operations	$	(0.78	)							$	(1.16	)
Discontinued operations	$	(0.27	)							$	(0.19	)
Basic and diluted net loss per share	$	(1.05	)							$	(1.35	)
Basic and diluted weighted average number of shares outstanding		4,065,406							(3)		5,815,407

(A)	As reported in the Company's Form 10-K for the year ended December 31, 2016 as filed with the SEC, as retroactively revised and reported in the Company's Definitive Proxy Statement as filed with the SEC on July 10, 2017.
(B)	As derived from Kairos financial statements contained herein.

The accompanying notes are an integral part of the unaudited pro forma combined financial statements.

F-3

RIOT BLOCKCHAIN, INC.

PRO FORMA COMBINED STATEMENT OF OPERATIONS

(unaudited)

	Nine Months Ended September 30, 2017
	Company Historical (A)			Kairos Historical (B)		Pro Forma Adjustments			Notes		Pro Forma Combined
Other revenue - fee	$	72,524		$	—	$	—				$	72,524
Operating expenses:
General and administrative Research and development		2,694,211			—		2,681,806			(2)		5,376,017
Research and development		63,008			—		—					63,008
Total operating expenses		2,757,219			—		2,681,806					5,439,025
Operating loss from continuing operations		(2,684,695	)		—		(2,681,806	)				(5,366,501	)
Other income (expense), net		(4,719,049	)		—		—					(4,719,049	)
Loss from continuing operations		(7,403,744	)		—		(2,681,806	)				(10,085,550	)
Loss from discontinued operations		(3,563,876	)		—		—					(3,563,876	)
Net loss	$	(10,967,620	)	$	—	$	(2,681,806	)			$	(13,649,426	)
Net loss per share:
Continuing operations	$	(1.47	)								$	(1.49	)
Discontinued operations	$	(0.71	)								$	(0.53	)
Basic and diluted net loss per share	$	(2.18	)								$	(2.01	)
Basic and diluted weighted average number of shares outstanding		5,037,764								(3)		6,787,765

(A)	As reported in the Company's Form 10-Q for the nine months ended September 30, 2017, as filed with the SEC.
(B)	As derived from Kairos financial statements contained herein.

The accompanying notes are an integral part of the unaudited pro forma combined financial statements.

F-4

RIOT BLOCKCHAIN, INC.

NOTES TO PRO FORMA COMBINED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Pro Forma Presentation

The pro forma data is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred had Kairos been formed and the transactions been consummated as of January 1, 2016 for purposes of the statements of operations for the year ended December 31, 2016 and the nine months ended September 30, 2017. Pro forma adjustments reflect only those adjustments which are factually supportable or estimable. The preliminary purchase consideration and purchase price allocation has been presented and does not necessarily represent the final purchase price allocation. The preliminary allocations of the purchase consideration to tangible and intangible assets acquired and liabilities assumed herein were based upon preliminary valuations and our estimates and assumptions are still subject to change.

2. Preliminary Purchase Price Allocation

The purchase price allocation has not been finalized, is preliminary and subject to change, as an analysis has not been completed as of the date of this report as the Company is still reviewing all of the underlying assumptions and calculations used in the allocation. However, the table below summarizes the provisional estimated fair values assigned to the assets and liabilities acquired:

Allocation of the purchase consideration:
Cash	$	1,130,927
Other assets, non-current		2,089,679
Excess purchase price over acquired assets		8,637,545
Total assets acquired	$	11,858,151
Current liabilities	$	45,644
Total liabilities assumed		45,644
Net assets acquired	$	11,812,507

The purchase price allocation has not been finalized, is preliminary and subject to change.  The assets acquired are estimated to have an average life of 2-4 (estimated weighted average of three years), resulting in annual estimated future amortization / depreciation of approximately $3,576,000 per year on the assets acquired. Upon final allocation of the purchase price, any excess of the purchase price over the net assets acquired will be recorded as goodwill. 

The purchase price consisted of 1,750,001 shares of Riot Blockchain Series B Preferred Stock ("Series B"). Shares of Series B share rights are substantially the same as shares of the Company's Common Stock and Series B may be converted to Common Stock at any time at the option of the holders, subject only to ownership limitations. Based upon those factors the value of the Series B has been determined to be equal to the value of the Company's Common Stock, which as of the date of closing had a value of $6.75 per share, resulting in a total value of $11,812,507.

F-5

3. Pro Forma Adjustments

The following pro forma adjustments are based on preliminary estimates, which may change as additional information is obtained:

(1) Adjustment to record the value of the Series B stock issued in the acquisition to record the value of the intangible assets acquired and eliminate the net equity of Kairos, as of acquisition. See Note 2 for computation of purchase price.

(2) Adjustment to record the estimated amortization and depreciation expense for the respective pro forma periods of the equipment acquired and the estimated value of the intangible assets acquired. See Note 2 for assumptions of computation of amortization / depreciation expense.

(2) Adjustment to increase weighted average basic and diluted shares outstanding for the pro forma periods,  for impact of the 1,750,001 Series B shares issued in the acquisition.

F-6