SC 13G/A

NAMES OF REPORTING PERSONS

Northurst Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a) ☐ (b) ☐

** Joint Filing

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Canada

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

RIOT BLOCKCHAIN, INC.

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

767292 105

(CUSIP Number)

December 31, 2018

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13G


CUSIP No. 767292 105

Schedule 13G


CUSIP No. 767292 105

Item 1.

(a)

Name of Issuer:

Riot Blockchain, Inc. (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

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

Item 2.

(a)

Name of Person Filing:

This Amendment No. 2 to Schedule 13G (“Amendment No. 2”) is being filed jointly by Northurst Inc. and Jakub Malczewski (each individually a “Reporting Person” and collectively the “Reporting Persons”).

Mr. Jakub Malczewski previously was the president and sole voting shareholder of Northurst Inc. and as such may previously have had voting and dispositive power over the shares of the Issuer previously owned by Northurst Inc.

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Amendment No. 2 as Exhibit 1. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Amendment No. 2 jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

(b)

Address of Principal Business Office or, if none, Residence:

The address of the principal business office of Northurst Inc. is 5731 Blossom Ave., Côte-Saint-Luc, Québec, Canada H4W 2T2. The address of the principal business office of Jakub Malczewski is 118 Cragmore Ave., Point-Claire, Québec, Canada H9R 5M1.

(c)

Citizenship:

Northurst Inc. was formed under the laws of Canada. Mr. Jakub Malczewski is a citizen of Canada.

(d)

Title of Class of Securities

Common Stock, no par value (the “Common Stock”)

(e)

CUSIP Number:

The Issuer’s CUSIP Number is 767292 105.

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:



(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	☐	A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

(k)	☐	Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

Item 4.

Ownership

The information set forth in rows 5 through 9 and row 11 on each of the cover pages for each Reporting Person is incorporated by reference.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable.

Item 8.

Identification and Classification of Members of the Group

Not Applicable.

Item 9.

Notice of Dissolution of Group

Not Applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


Dated: January 31, 2019	NORTHURST INC.

	By:	/s/ Richard Schnurbach
	Name: Richard Schnurbach
	Title: President

Dated: January 31, 2019	/s/ Jakub Malczewski
	Jakub Malczewski

LIST OF EXHIBITS


Exhibit No.		Description

1		Joint Filing Agreement dated August 3, 2017 between the Reporting Persons.

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Stock, no par value per share, of Bioptix, Inc., and further agree that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is accurate.

Dated: August 3, 2017


NORTHURST INC.

By:		/s/ Jakub Malczewski
		Name: Jakub Malczewski
		Title: President

By:		/s/ Jakub Malczewski
		Name: Jakub Malczewski