0001079973-18-000351.txt : 20180525 0001079973-18-000351.hdr.sgml : 20180525 20180525171928 ACCESSION NUMBER: 0001079973-18-000351 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180524 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180525 DATE AS OF CHANGE: 20180525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riot Blockchain, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 841553387 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33675 FILM NUMBER: 18862406 BUSINESS ADDRESS: STREET 1: 202 6TH STREET, SUITE 401 CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: 303-794-2000 MAIL ADDRESS: STREET 1: 202 6TH STREET, SUITE 401 CITY: CASTLE ROCK STATE: CO ZIP: 80104 FORMER COMPANY: FORMER CONFORMED NAME: Bioptix, Inc. DATE OF NAME CHANGE: 20161201 FORMER COMPANY: FORMER CONFORMED NAME: Venaxis, Inc. DATE OF NAME CHANGE: 20121218 FORMER COMPANY: FORMER CONFORMED NAME: AspenBio Pharma, Inc. DATE OF NAME CHANGE: 20051110 8-K 1 riot_8k.htm FORM 8-K


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 24, 2018
 
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 Number)
 
 
 
 
 
 
202 6th Street, Suite 401
Castle Rock, CO 80104
 (Address of principal executive offices) (zip code)
 
(303) 794-2000
(Registrant’s telephone number, including area code)
 
(Former Name or Former Address, 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 (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 7.01 Regulation FD Disclosure.

On May 24, 2018, Riot Blockchain, Inc. (the “Company”) purchased a convertible promissory note issued by The Block Crypto, Inc., in the principal amount of $200,000, for a purchase price of $200,000, and issued a press release regarding its purchase of the Note. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section. Furthermore, the information in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.


Item 9.01  Financial Statements and Exhibits.

           (d)        Exhibits.

Exhibit No.
Description
99.1
   


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 hereunto duly authorized.
 
 
RIOT BLOCKCHAIN, INC. 
 
 
 
 
 
Dated:  May 25, 2018
By:
/s/ John O’Rourke
 
 
 
Name: John O’Rourke
 
 
 
Title: Chief Executive Officer
 
 

EX-99.1 2 ex99x1.htm EXHIBIT 99.1
Exhibit 99.1
 

Riot Blockchain Announces Strategic Investment in The Block

The Block is building a community for blockchain technology and cryptoasset enthusiasts


CASTLE ROCK, Colo., May 24, 2018 /PRNewswire/ -- Riot Blockchain, Inc., (Nasdaq: RIOT) (the "Company") today announced a strategic investment in The Block Crypto, Inc. ("The Block").  The Block is building a community for enthusiasts of blockchain technology and cryptoassets.  The platform will provide members with high quality content, powerful community discussion, access to experts, and regular industry events.  The Company's investment in The Block will be used to advance its technology and continue building its team.

Mike Dudas is the Founder and Chief Executive Officer of The Block.  Mr. Dudas is the former co-founder and CRO of Button, a global mobile affiliate commerce company which has been ranked the #1 company to work for in NYC by Crain’s, has grown to 70 people, and raised $35 million in capital from top New York City and Silicon Valley venture capital funds including Greycroft, Redpoint, and Norwest. Mr. Dudas is a builder of mobile commerce businesses with prior professional experience at Google, Braintree/Venmo and PayPal.  Mr. Dudas earned a BA from Stanford University and an MBA from the Kellogg School at Northwestern University.

"This investment fits well into our corporate strategy of building gateways to blockchains," stated John O'Rourke, Chairman and Chief Executive Officer of Riot Blockchain. "The growing appetite for cryptocurrency and blockchain technology focused content has yet to be fully serviced by any single source.  The Block is building a platform uniquely positioned to stand apart as a definitive source of curated media and high signal community discussion in this sector."


Founded in 2018, The Block intends to be an on-ramp to the world of programmable money, distributed ledgers, and decentralized applications for millions of people.  Utilizing a network of industry influencers and a team of media and information professionals, The Block aims to cut through the noise and surface signal in an accessible way across key areas of blockchain and crypto assets: social engagement and discourse, market information, media, education, and more.

"Due to its decentralized nature, the epicenter of blockchain technology will almost certainly not be represented by one single source,”  commented Mike Dudas, Founder and CEO of The Block.  “The Block will help fill that massive prospective void, in attempting to become the epicenter of decentralized commerce."

About The Block

For more information about The Block, please follow @TheBlock__ on Twitter.

About Riot Blockchain

Riot Blockchain is focused on building, supporting, and operating Blockchain technologies, primarily through its cryptocurrency mining operations and other internally developed businesses, as well as through potential joint ventures, acquisitions, and targeted investments in the sector. For more information, visit http://www.RiotBlockchain.com/.

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on April 17, 2018 (the "2017 10-K") and in periodic reports we file with the SEC in the future. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Safe Harbor" below.

Safe Harbor

The information provided in this press release may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed in or implied by such forward-looking statements. Words such as "anticipates," "plans," "expects," "intends," "will," "should," "potential," "hope" and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying them. These forward-looking statements are based upon current expectations of the Company 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, including but not limited to our history of operating losses, the Company's ability to successfully implement our new business strategy, our rapidly increasing costs, the Company's ability to raise additional capital, risks relating to acquisitions, joint ventures and investments in other companies or technologies, the value of bitcoin and other cryptocurrencies, which historically has been subject to wide swings, legal proceedings, governmental and other regulations affecting the Company's business and cryptocurrencies and changes in such regulations, growth in the adoption and use of cryptocurrencies, shortages, technological obsolescence and difficulty in obtaining hardware, system failures, computer viruses and cybersecurity threats, technological change,  risks associated with the Company's need for significant electrical power, the Company's ability to successfully develop, market and launch any cryptocurrency exchange, the Company's ability to protect the confidentiality of its trade secrets, competition,  general economic conditions and other factors discussed in the Company's periodic filings with the Securities and Exchange 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. Except as expressly required by the federal securities laws, the Company does not undertake any obligation to update forward-looking statements contained in this press release, whether as a result of new information, changed circumstances or future events or for any other reason.

Media Contacts:

Travis Kruse
212-845-4272
travis.kruse@russopartnersllc.com

Nic Johnson
212-845-4242
nic.johnson@russopartnersllc.com


Investor Contact:


IR@RiotBlockchain.com