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): (April 8, 2021)

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 No.)

202 6th Street, Suite 401, Castle Rock, CO 80104

(Address of principal executive offices) 

(303) 794-2000

(Registrant’s telephone number, including area code)

(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 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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	RIOT	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 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 7.01 – Regulation FD Disclosure.

On April 8, 2021, Riot Blockchain, Inc. (“Riot,” “us,” “we,” “our,” or the “Corporation”) issued a press release (the “Press Release”) announcing that it has entered into a definitive agreement to acquire Whinstone US, Inc. (the “Acquisition”). A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”).

In the Press Release, Riot announced that it will be hosting a live conference call on April 8, 2021 at 8:30 a.m. ET regarding the Acquisition. A copy of the investor presentation to be provided to participants in the conference call is attached as Exhibit 99.2 to this Current Report.

The information furnished herewith pursuant to Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, 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 (the “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, 2020, which was filed with the SEC on March 31, 2021, copies of which may be obtained from the SEC’s website at www.sec.gov. All forward-looking statements included in this Report are made only as of the date of this 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.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1*	Press release, issued by Riot Blockchain, Inc. on April 8, 2021, announcing a definitive agreement to acquire Whinstone US, Inc. (furnished pursuant to Item 7.01 of this Current Report on Form 8-K).
99.2*	Investor presentation (furnished pursuant to Item 7.01 of this Current Report on Form 8-K).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* The information contained in this Exhibit 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 Financial Officer

Date: April 8, 2021

EX-99.1

Exhibit 99.1

Riot to Acquire Whinstone, Creating a US-Based Industry Leader in Bitcoin Mining

Combination of leading US-based Bitcoin miner with owner and operator of America’s largest Bitcoin hosting facility will create leading US-based corporate pillar in support of the Bitcoin mining network

• Whinstone is the owner and operator of North America’s largest Bitcoin hosting facility, with 300 MW in developed capacity and an attractive long-term power purchase agreement

• Diversifies Riot’s revenues and catapults Riot into a market-leading position in the Bitcoin mining and hosting business

• Creates significant financial and operational synergies for Riot

• Provides a clear, and significantly de-risked, path to growth for Riot, as Whinstone’s facility can be rapidly expanded by an additional 450 MW

• Transaction valued at $651 million, $80 million payable in cash and remainder in shares of Riot common stock

CASTLE ROCK, CO. / Globe Newswire / April 8, 2021 / Riot Blockchain, Inc. (NASDAQ: RIOT) ("Riot”, “Riot Blockchain” or the “Company") announced today that it has signed a definitive agreement pursuant to which Riot will acquire Whinstone US, Inc. (“Whinstone”), including all of its assets and operations, for consideration of $80 million cash plus a fixed 11.8 million shares of Riot common stock, equal to an implied total transaction value of approximately $651 million based on Riot’s last closing price of $48.37.

The acquisition of Whinstone is a transformative event for Riot and its shareholders. Riot views Whinstone as a foundational element in its strategy to become an industry-leading Bitcoin mining platform, on a global scale. Upon the closing of this acquisition, Riot is expected to be the largest publicly-traded Bitcoin mining and hosting company in North America, as measured by total developed capacity.

“The acquisition of Whinstone is the most significant achievement in Riot’s growth to-date and positions Riot as an industry leader in Bitcoin mining,” said Jason Les, CEO of Riot. “After the consummation of this transaction, we will have created a very clear path for the Company’s future growth. Riot will wholly own the largest Bitcoin mining facility in North America, with very low power costs, and one of the most talented development teams in the industry. Whinstone will serve as the foundation of Riot’s Bitcoin mining operations, upon which we will drive our goal of increasing the American footprint in the global Bitcoin mining landscape.”

Riot will be able to continue rapidly scaling its self-mining business with Whinstone’s industry-leading team. Led by Chad Harris, the Whinstone team has become an industry-leading developer and operator of Bitcoin hosting facilities over the past two years, as Bitcoin mining has reached institutional scale. The Whinstone team is comprised of approximately 100 employees who have built Whinstone’s Texas operations from greenfield to commercialization in less than twelve months. The talented Whinstone team, combined with the facility’s substantial expansion capacity significantly de-risks Riot’s future operational and financial growth.

Whinstone is based in Rockdale, Texas and its facility is located on an 100-acre site, hosting Bitcoin mining customers in three buildings totaling 190,000 square feet. An additional 60,000 square foot building is also under development. The site is subject to a long-term lease agreement, with electricity provided via a long-term power supply contract.

Whinstone’s site has a total power capacity of 750 MW, with 300 MW currently developed. Whinstone’s facility is believed to be the largest single facility, as measured by developed capacity, in North America for Bitcoin mining. In pursuit of achieving the most efficient power strategy, Whinstone combines fixed low-cost power agreements, real-time spot power procurement and income from ancillary power services revenue. Bitcoin miners benefit from low-cost energy to maximize production margins, benefiting from an electricity supply with the flexibility to respond rapidly to supply and demand events in the power market.

Whinstone currently hosts Bitcoin mining operations for three institutional clients who, by the end of 2021, are expected to utilize up to 300 MW of aggregate power capacity. In addition to hosting revenue, Whinstone generates engineering and construction services revenue from hosting clients on site, including revenue derived from the fabrication and deployment of immersion cooling technology for Bitcoin mining.

“We are excited to be joining Riot, as both Riot and Whinstone share a vision for the future of Bitcoin mining in America,” said Chad Harris, co-founder of Whinstone. “Riot’s strategic vision and resources combined with Whinstone’s infrastructure strength will allow our combined teams to achieve our shared growth plans.”

Northern Data AG, a leading developer and operator of High-Performance-Computing (“HPC”) infrastructure solutions, acquired Whinstone in 2020 and has successfully demonstrated its set of capabilities in establishing one of the world’s largest HPC centers.

“With Whinstone we have built and established one of the largest HPC centers in the world with significant potential and scale to further ramp up capacity. The transaction will provide Riot with the opportunity to not only utilize Whinstone’s existing operational capacity for their own mining operations but also to scale capacity and establish themselves as the leading bitcoin miner in the US. By becoming a minority shareholder in Riot going forward, through its equity stake in Riot, Northern Data will be able to benefit from the synergies generated by the transaction and continues to directly participate in the growth of Bitcoin value potential. Simultaneously, Northern Data will be able to use the cash proceeds from the transaction to focus on, and further implement, its decentralized, multi-site, scalable and ESG-focused strategy. The transaction will allow both companies to further strengthen their respective core businesses and to substantially accelerate their strategies,” said Aroosh Thillainathan, CEO of Northern Data.

Upon closing of the transaction, Northern Data will own approximately 12% percent of the total outstanding common stock of Riot.

The transaction is expected to close in the second quarter of 2021, subject to the satisfaction or waiver of customary closing conditions, including receipt of required regulatory clearances.

XMS Capital Partners, LLC is serving as exclusive financial advisor and Sidley Austin LLP is serving as legal advisor to Riot.

Riot will host a live conference call at 8:30 am ET on April 8, 2021 to discuss the transaction. Further details may be found at www.tinyurl.com/RiotIR.

About Riot Blockchain, Inc.

Riot Blockchain (NASDAQ: RIOT) focuses on cryptocurrency mining of bitcoin. The Company is expanding and upgrading its mining operations by securing the most energy efficient miners currently available. Riot is headquartered in Castle Rock, Colorado, and the Company’s mining facility operates out of upstate New York, under a co-location hosting agreement with Coinmint. For more information, visit www.RiotBlockchain.com.

Safe Harbor

The information provided in this press release may include forward-looking statements within the meaning of the federal securities laws, including as to the completion and effects of the contemplated acquisition by the Company of Whinstone and the future financial performance and operations of the Company. 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 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. 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 Company’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 Company may be found in the Company's filings with the U.S. Securities and Exchange Commission (the “SEC”), including in the sections entitled "Risk Factors" and “Cautionary Note Regarding Forward-Looking Statements” of the Company’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, copies of which may be obtained from the SEC's website at www.sec.gov. The Company does not undertake any obligation to update forward-looking statements contained in this press release.

For further information, please contact:

Riot Blockchain, Inc.

Media Contact:

PR@RiotBlockchain.com

Investor Contact:

Phil McPherson

IR@RiotBlockchain.com

303-794-2000 ext. 110

SOURCE: Riot Blockchain, Inc.

EX-99.2

Exhibit 99.2 

Nasdaq: RIOT April 8, 2021

2 Cautionary Statement The information provided in this presentation may include forward - looking statements within the meaning of the federal securities laws, including as to the completion and effects of the contemplated acquisition by Riot Blockchain, Inc . (the “Company” or “Riot”) of Whinstone US, Inc . (“Whinstone US” or “Whinstone”) and the future financial performance and operations of the Company . 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 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 . These forward - looking statements include, but are not limited to, statements about the benefits of the contemplated acquisition of Whinstone US, including financial and operating results, and the Company’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 presentation may be found in the Company's filings with the U . S . Securities and Exchange Commission (the “SEC”), including in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward - Looking Statements” of the Company’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 , copies of which may be obtained from the SEC's website at www . sec . gov . The Company does not undertake any obligation to update forward - looking statements contained in this presentation .

| 3 | 3 Jason Les Riot Blockchain Chief Executive Officer Jeff McGonegal Riot Blockchain Chief Financial Officer Presentation Participants

4 Creating America’s Leading Bitcoin Miner

5 Establishing Riot Blockchain as a Leader in American Bitcoin Mining By combining the resources and expertise of Riot and Whinstone, we are well positioned to become an anchor to the domestic Bitcoin mining ecosystem Developing a industry - leader in U.S. Bitcoin mining Accelerating the growth of the U.S. market share of the global Bitcoin mining industry Transforming the future of Bitcoin mining in U.S. energy markets

6 Whinstone Highlights 100 Acres Site in Rockdale, Texas 95,000 Machines Deployed for Institutional Clients 190,000 ft 2 Hosting Space 60,000 ft 2 Under Construction 750 MW Total Power Capacity 300 MW Total Developed Capacity

7 5 25 100 120 180 215 250 300 750 Q1 '20 Q2 '20 Q3 '20 Q4 '20 Q1 '21 Q2 '21 Q3 '21 Q4 '21 Site Capacity Industry Leading Bitcoin Mining Capacity Whinstone's Capacity Utilized by Bitcoin Mining, in Megawatts (1) (1) Forecast period estimates based on contracted capacity.

8 Combination Accelerates Riot’s Long - Term Growth Plan Riot 2017 - 2021 Riot + Whinstone 2021 On A leading Bitcoin miner with access to large miner purchases Largest publicly traded bitcoin mining & hosting company and a leading U.S. Bitcoin platform Current mining fleet entirely hosted at Massena, NY facility Rapidly scaling self - mining business with one of the world’s largest mining facilities, under one umbrella Mining fleet located at site with relatively low power costs Power costs among the lowest in the industry Market - leading industry team Industry - leading and highly talented execution team with 100+ employees Nasdaq listing provides efficient access to capital Clear path to capital deployment &UHDWHGE\9HFWRUV3RLQW IURPWKH1RXQ3URMHFW

9 Transaction Summary • Transaction consideration of $80 million cash plus 11.8 million shares of Riot common stock for a total value of $651 million (1) • Northern Data to become a 12.3% pro forma shareholder at closing (2) • Transaction expected to result in significant synergy value • EPS accretive in 2021 • Expected to close in the second quarter of 2021, subject to customary closing conditions including regulatory approvals (1) Based on Riot’s closing stock price as of April 7, 2021. (2) Pro forma share count of 95,920,723 as of March 30, 2021.

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Cover	Apr. 08, 2021	Apr. 08, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag		false
Document Period End Date	Apr. 08, 2021
Entity File Number	001-33675
Entity Registrant Name	Riot Blockchain, Inc.
Entity Central Index Key		0001167419
Entity Tax Identification Number	84-1553387
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	202 6th Street
Entity Address, Address Line Two	Suite 401
Entity Address, City or Town	Castle Rock
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80104
City Area Code	(303)
Local Phone Number	794-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	RIOT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false