AI Earnings Predictions for Riot Platforms Inc. (RIOT)

Riot Platforms, Inc._March 2, 2026 0001167419false00011674192026-03-022026-03-02 ​ ​

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): March 2, 2026 Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (Address of principal executive offices) (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: ☐  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)) Securities registered pursuant to Section 12(b) of the Exchange Act: ​

​

​

​

​

Title of each class ​ ​ ​ Trading Symbol(s) ​ ​ ​ Name of each exchange on which registered

Common Stock, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. On March 2, 2026, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) and an update on the Company’s business and financial results and results of operations for the year ended December 31, 2025 (the “2025 Earnings Deck”) on its website, www.riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the 2025 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and 99.2, respectively. ​ The information under this Item 2.02 of this Report, including Exhibits 99.1 and 99.2 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01 – Financial Statements and Exhibits. (d)Exhibits.

EXHIBIT INDEX

​

Exhibit No. ​ ​ ​ Description

99.1 ​ Press Release of Riot Platforms, Inc., dated as of March 2, 2026.

99.2 ​ Riot Platforms, Inc. 2025 Earnings Deck, dated as of March 2, 2026.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document)

​ ​

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 PLATFORMS, INC.

​

​ ​ ​ ​

​ ​ ​ ​

​ By: /s/ Jason Chung ​

​ Name: Jason Chung ​

​ Title: Chief Financial Officer ​

​ Date: March 2, 2026 ​ ​

Riot Platforms, Inc._October 30, 2025 0001167419false00011674192025-10-302025-10-30 ​ ​

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): October 30, 2025 Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (Address of principal executive offices) (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: ☐  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)) Securities registered pursuant to Section 12(b) of the Exchange Act: ​

​

​

​

​

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. On October 30, 2025, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) and an update on the Company’s business and financial results and results of operations for the three months ended September 30, 2025 (the “Q3 2025 Earnings Deck”) on its website, www.riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the Q3 2025 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and 99.2, respectively. ​ The information under this Item 2.02 of this Report, including Exhibits 99.1 and 99.2 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01 – Financial Statements and Exhibits. (d)Exhibits.

EXHIBIT INDEX

​

Exhibit No.

Description

99.1 99.2 ​ Press Release, dated October 30, 2025. Q3 2025 Earnings Deck, dated as of October 30, 2025.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document)

​ ​

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 PLATFORMS, INC.

​

​ ​ ​ ​

​ ​ ​ ​

​ By: /s/ Colin Yee ​

​ Name: Colin Yee ​

​ Title: Chief Financial Officer ​

​ Date: October 30, 2025 ​ ​

Riot Platforms, Inc._July 31, 2025 0001167419false00011674192025-07-312025-07-31 ​ ​

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): July 31, 2025 Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (Address of principal executive offices) (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: ☐  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)) Securities registered pursuant to Section 12(b) of the Exchange Act: ​

​

​

​

​

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. On July 31, 2025, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) and an update on the Company’s business and financial results and results of operations for the three months ended June 30, 2025 (the “Q2 2025 Earnings Deck”) on its website, www.riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the Q2 2025 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and 99.2, respectively. ​ The information under this Item 2.02 of this Report, including Exhibits 99.1 and 99.2 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01 – Financial Statements and Exhibits. (d)Exhibits.

EXHIBIT INDEX

​

Exhibit No.

Description

99.1 99.2 ​ Press Release, dated July 31, 2025. Q2 2025 Earnings Deck, dated as of July 31, 2025.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document)

​ ​

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 PLATFORMS, INC.

​

​ ​ ​ ​

​ ​ ​ ​

​ By: /s/ Colin Yee ​

​ Name: Colin Yee ​

​ Title: Chief Financial Officer ​

​ Date: July 31, 2025 ​ ​

Riot Platforms, Inc._April 28, 2025 0001167419false00011674192025-04-282025-04-28 ​ ​

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 28, 2025 Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (Address of principal executive offices) (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: ☐  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)) Securities registered pursuant to Section 12(b) of the Exchange Act: ​

​

​

​

​

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value per share ​

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 1.01 – Entry into a Material Definitive Agreement. On April 28, 2025, Whinstone US, Inc. (together with its affiliates, “Whinstone”), a wholly owned subsidiary of Riot Platforms, Inc. (the “Company”), entered into a purchase and sale agreement (the “Agreement”) to acquire all tangible and certain intangible property of Rhodium Encore LLC (together with its affiliates, the “Sellers” and together with Whinstone, the “Parties”), located at the Company’s facility in Rockdale, Texas (the “Facility”), terminated all legacy hosting agreements with Rhodium, and settled all disputes between the Company and Rhodium under Federal Rule of Bankruptcy Procedure 9019 (the “Transaction”). The Transaction was conducted pursuant to Section 363 of the Bankruptcy Code as part of the Sellers’ bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of Texas. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement. The total purchase price for the assets was $185.0 million, and consisted of approximately $129.9 million in cash, payable at Closing, $6.1 million return of Rhodium’s power security deposit, and 6,989,800 shares, worth approximately $49.0 million, of the Company’s common stock, no par value per share. Such shares were priced using the ten (10) trading day volume-weighted average price of the Company’s shares as of market close on April 25, 2025. Pursuant to the Agreement, Whinstone acquired substantially all tangible and certain intangible property of the Sellers located at the Facility, including Rhodium’s 125 MW of power capacity at the Facility. Certain of Rhodium’s assets were excluded from the transaction including cash, cryptocurrency and other digital assets, intellectual property, and certain real property not associated with the Facility, as further identified in Schedule EA to the Agreement. In connection with the Agreement, the Company and Whinstone entered into a Compromise, Release and Settlement Agreement, the form of which is attached as Exhibit A to the Agreement, pursuant to which Whinstone, the Company, and the Sellers mutually released all claims related to various pending litigations, arbitrations, and disputes associated with prior hosting and operational agreements, including matters pending in Bankruptcy Court, and appeals, and agreed to dismiss with prejudice all related legal proceedings. The Agreement includes representations, warranties, covenants, events of default and other customary provisions for a purchase and sale agreement of this type. The foregoing description of the Agreement and the related ancillary agreements does not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and its attached exhibits, a copy of which is filed as Exhibit 10.1 to this Current Report

Riot Platforms, Inc._February 24, 2025 0001167419false00011674192025-02-242025-02-24 ​ ​

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): February 24, 2025 Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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)) Securities registered pursuant to Section 12(b) of the Exchange Act: ​

​

​

​

​

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. On February 24, 2025, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) and an update on the Company’s business and financial results and results of operations for the year ended December 31, 2024 (the “2024 Earnings Deck”) on its website, www.riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the 2024 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and 99.2, respectively. ​ The information under this Item 2.02 of this Report, including Exhibits 99.1 and 99.2 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01 – Financial Statements and Exhibits. (d)Exhibits.

EXHIBIT INDEX

​

Exhibit No.

Description

99.1 99.2 ​ Press Release of Riot Platforms, Inc. dated February 24, 2025. Riot Platforms, Inc. 2024 Earnings Deck, dated as of February 24, 2025.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document)

​ ​

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 PLATFORMS, INC.

​

​ ​ ​ ​

​ ​ ​ ​

​ By: /s/ Colin Yee ​

​ Name: Colin Yee ​

​ Title: Chief Financial Officer ​

​ Date: February 24, 2025 ​ ​

0001167419false00011674192024-10-302024-10-30 ​ ​

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): October 30, 2024 Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. On October 30, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, “Riot”) issued a press release (the “Press Release”) and an update on Riot’s business and quarterly financial results and results of operations for the three months ended September 30, 2024 (the “Q3 2024 Earnings Deck”) on its website, riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the Q3 2024 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibits 99.1 and 99.2, respectively. ​ The information under this Item 2.02 of this Report, including the Press Release and the Q3 2024 Earnings Deck attached as Exhibits 99.1 and 99.2 hereto, is furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 9.01 – Regulation FD Disclosure. (d)Exhibits.

EXHIBIT INDEX

The following exhibits are filed or furnished herewith: ​

Exhibit No.

Description

99.1 ​ Press Release, dated October 30, 2024.

99.2 ​ Q3 2024 Earnings Deck, dated as of October 30, 2024.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document)

​ ​

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 PLATFORMS, INC.

​

​ ​ ​ ​

​ ​ ​ ​

​ By: /s/ Colin Yee ​

​ Name: Colin Yee ​

​ Title: Chief Financial Officer ​

​ Date: October 30, 2024 ​ ​

0001167419false00011674192024-07-312024-07-31 ​ ​

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): July 31, 2024 ​ Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. ​ On July 31, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, “Riot”) issued a press release (the “Press Release”) and an update on Riot’s business and quarterly financial results and results of operations for the three months ended June 30, 2024 (the “Q2 2024 Earnings Deck”) on its website, riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the Q2 2024 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibits 99.1 and 99.2, respectively.

The information under this Item 2.02 of this Report, including the Press Release and the Q2 2024 Earnings Deck attached as Exhibits 99.1 and 99.2 hereto, is furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01 – Regulation FD Disclosure. ​ (d)Exhibits. ​

EXHIBIT INDEX

​ The following exhibits are filed or furnished herewith: ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press Release, dated July 31, 2024.

99.2 ​ Q2 2024 Earnings Deck, dated as of July 31, 2024.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document)

​ ​

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 PLATFORMS, INC.

​

​ ​ ​

​ ​ ​

​ By: /s/ Colin Yee ​

​ Name: Colin Yee ​

​ Title: Chief Financial Officer ​

​ Date: July 31, 2024 ​ ​

0001167419false00011674192024-05-012024-05-01 ​ ​

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 1, 2024 ​ Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. ​ On May 1, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, “Riot”) issued a press release (the “Press Release”) and an update on Riot’s business and quarterly financial results and results of operation for the three months ended March 31, 2024 (the “Q1 2024 Earnings Deck”) on its website, riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the Q1 2024 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibits 99.1 and 99.2, respectively.

The information under this Item 2.02 of this Report, including the Press Release and the Q1 2024 Earnings Deck attached as Exhibits 99.1 and 99.2 hereto, is furnished pursuant to this Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ​ Item 9.01 – Regulation FD Disclosure. ​ (d)Exhibits. ​

EXHIBIT INDEX

​ The following exhibits are filed or furnished herewith: ​ ​

​

​

Exhibit No.

Description

99.1 ​ Press Release, dated May 1, 2024.

99.2 ​ Q1 2024 Earnings Deck, dated as of May 1, 2024.

104 ​ Cover Page Interactive Data File (embedded within the Inline XBRL document)

​ ​

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 PLATFORMS, INC.

​

​ ​ ​

​ ​ ​

​ By: /s/ Colin Yee ​

​ Name: Colin Yee ​

​ Title: Chief Financial Officer ​

​ Date: May 1, 2024 ​ ​

0001167419false00011674192024-02-222024-02-22 ​ ​

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): February 22, 2024 ​ Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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, no par value per share ​

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 2.02 - Results of Operations and Financial Condition. ​ On February 22, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) regarding highlighted financial and operational results for the year ended December 31, 2023, as disclosed in the Company’s annual report on Form 10-K for that period, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 22, 2024 (the “Annual Report”). A copy of the Annual Report is available at the SEC’s website, www.sec.gov, and the “Investor Relations” page of the Company’s website, www.riotplatforms.com. A copy of the Press Release is attached as Exhibit 99.1 to this current report on Form 8-K (this “Report”). ​ The Company also released an updated corporate presentation, dated as of February 22, 2024, providing an overview of management’s discussion and analysis of the Company’s financial position, business, and operations for the year ended December 31, 2023 (the “Corporate Presentation”), as disclosed in the Annual Report. A copy of the Corporate Presentation is attached as Exhibit 99.2 to this Report. ​ To supplement the Company’s financial results presented on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, the Company’s Press Release and Corporate Presentation include certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA, which eliminate the effect of certain non-cash and non-recurring items that management believes do not reflect the Company’s ongoing strategic business operations. The Company constantly evaluates its use of non-GAAP financial measures, and the Company believes its use of these measures is helpful in assisting management’s evaluation of the Company’s performance and achievement of its strategic goals. The non-GAAP financial measures used by the Company should be viewed in addition to, and not as a substitute for, or superior to, the Company’s reported results prepared in accordance with GAAP, and they should be read only in conjunction with the Company’s consolidated financial statements and results of operations (unaudited) prepared in accordance with GAAP. The Company’s non-GAAP financial measures referenced in the Press Release and the Corporate Presentation, EBITDA and Adjusted EBITDA, are reconciled to their most directly comparable GAAP financial measure, net income, in the data tables and associated notes under the heading, “Non-U.S. GAAP Measures of Financial Performance,” in the Press Release and the Appendices at the end of the Investor Presentation. ​ The information in this Report, including the Press Release and the Corporate Presentation attached as Exhibits 99.1 and 99.2 hereto, respectively, is furnished pursuant to Section 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to liability under

0001167419false00011674192023-11-072023-11-07 ​ ​

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):  November 8, 2023 (November 7, 2023) ​ Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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, no par value per share ​

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 2.02 – Results of Operation and Financial Condition. ​ On November 7, 2023, Riot Platforms, Inc. (together with its consolidated subsidiaries, the “Company”) issued a press release (the “Press Release”) regarding its financial results and operational highlights for the period ended September 30, 2023, as disclosed in the Company’s quarterly report on Form 10-Q for that period, as filed with the Securities and Exchange Commission (the “SEC”) on November 8, 2023 (the “Quarterly Report”), a copy of which is available at the SEC’s website, www.sec.gov, and the “Investor Relations” page of the Company’s website, www.riotplatforms.com. A copy of the Press Release is attached as Exhibit 99.1 to this current report on Form 8-K (this “Report”). ​ The Company also released an updated corporate presentation, dated as of November 7, 2023, providing an overview of management’s discussion and analysis of the Company’s financial position, business, and operations, as of September 30, 2023 (the “Corporate Presentation”). A copy of the Corporate Presentation is attached as Exhibit 99.2 to this Report. ​ To supplement the Company’s financial results presented on a U.S. Generally Accepted Accounting Principles (“GAAP”) basis, the Company’s Press Release and Corporate Presentation include certain non-GAAP financial measures, including EBITDA and Adjusted EBITDA, which eliminate the effect of certain non-cash and non-recurring items that management believes do not reflect the Company’s ongoing strategic business operations. The Company constantly evaluates its use of non-GAAP financial measures, and the Company believes its use of these measures is helpful in assisting management’s evaluation of the Company’s performance and achievement of its strategic goals.  The non-GAAP financial measures used by the Company should be viewed in addition to, and not as a substitute for, or superior to, the Company's reported results prepared in accordance with GAAP, and they should be read only in conjunction with the Company’s consolidated financial statements and results of operations (unaudited) prepared in accordance with GAAP. The Company’s non-GAAP financial measures referenced in the Press Release and the Corporate Presentation, EBITDA and Adjusted EBITDA, are reconciled to their most directly comparable GAAP financial measure, net income, in the data tables and associated notes under the heading, “Non-U.S. GAAP Measures of Financial Performance,” in the Press Release and the Appendices at the end of the Investor Presentation. ​ Item 7.01 – Regulation FD Disclosure. ​ The information set forth under Item 2.02, Results of Operations and Financial Condition, is incorporated by reference into this Item 7.01, Regulation FD Disclosures. ​ The information in this Report, including the Press Release and the Corporate Presentation attached as Exhibits 99.1 and 99.2 hereto, respectively, is furnished pursuant to Sections 2.02

0001167419false00011674192023-08-092023-08-09 ​ ​

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):  August 9, 2023 ​ Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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, no par value per share ​

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 1.01 – Entry into a Material Definitive Agreement. ​ Riot Platforms, Inc. (“Riot”, the “Company”, “we”, “us”, “our”, etc.) entered into a Controlled Equity OfferingSM Sales Agreement, dated as of August 9, 2023 (the “Sales Agreement”), with Cantor Fitzgerald & Co., B. Riley Securities, Inc., BTIG, LLC, Roth Capital Partners, LLC,  Compass Point Research & Trading, LLC, Northland Securities, Inc., Moelis & Company LLC, and Stifel Nicolaus Canada Inc. (each, a “Sales Agent”, and collectively, the “Sales Agents”). Pursuant to the Sales Agreement, we may offer and sell, at our option, an indeterminate number of shares of our common stock, no par value per share (the “Placement Shares”), having an aggregate initial offering price of up to $750,000,000, through the Sales Agents, from time to time at prevailing market prices in an “at-the-market offering” within the meaning of Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), including sales made to the public directly on or through the Nasdaq Capital Market and any other trading market for shares of our common stock (the “Offering”). The Placement Shares will be offered and sold under the Company’s effective Registration Statement on Form S-3ASR (File No. 333-259212) filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2021 (the “Registration Statement”), pursuant to the prospectus supplement dated as of, and filed with the SEC on August 9, 2023 (the “Prospectus Supplement”), which supplements and amends the base prospectus filed with and forming a part of the Registration Statement. Under the Sales Agreement, we may from time to time deliver placement notices to the Sales Agents designating the number of Placement Shares and the minimum price per share thereof to be offered. However, subject to the terms and conditions of the Sales Agreement, the Sales Agents are not required to sell any specific number or dollar amount of Placement Shares but will act as Sales Agent using their commercially reasonable efforts consistent with their normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the Nasdaq Stock Market. We or the Sales Agents may suspend the offering of Placement Shares by notifying the other party. The Offering will terminate upon proper notice by us and/or the Sales Agents or by mutual agreement. We will pay the Sales Agents a commission of up to 3.0% of the gross sales price of the shares of the Placement Shares sold under the Sales Agreement, and we have also agreed to reimburse the Sales Agents for certain expenses under the Sales Agreement. We made certain customary representations, warranties and covenants concerning the Company and the Placement Shares in the Sales Agreement and also agreed to indemnify the Sales Agents against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended,

0001167419false00011674192023-05-102023-05-10 ​ ​

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 10, 2023 (May 10, 2023) ​ Riot Platforms, 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.)

​ 3855 Ambrosia Street, Suite 301 Castle Rock, CO 80109 (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, no par value per share ​

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 2.02 – Results of Operations and Financial Condition. ​ On May 10, 2023, Riot Platforms, Inc. (“Riot,” “us,” “we,” “our,” or the “Company”) issued a press release regarding Riot’s financial results for its fiscal quarter ended March 31, 2023 (“Q1 2023”), as first reported by the Company in its Quarterly Report on Form 10-Q for the same period, filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2023 (the “Form 10-Q”), a copy of which is available on the SEC’s website, www.sec.gov, and under the “SEC Filings – Quarterly Reports” tab on the “Investors” page our website, www.riotplatforms.com. A copy of Riot’s press release is attached as Exhibit 99.1 hereto. ​ Item 7.01 – Regulation FD Disclosure. ​ On May 10, 2023, Riot released a quarterly update presentation, dated as of May 10, 2023, (the “Quarterly Update”) which includes an overview of management’s discussion and analysis of Riot’s financial position, business, and operations as of the end of Q1 2023. A copy of the Quarterly Update is attached hereto as Exhibit 99.2 and is also available on our website, www.riotplatforms.com, under the “Presentations” tab of the Investors page. ​ The information furnished pursuant to this Current Report on Form 8-K (this “Report”), including the press release and the Quarterly Update attached as Exhibits 99.1 and 99.2 hereto, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing. ​ Cautionary Note Regarding Forward Looking Statements ​ This Report, the press release attached as Exhibit 99.1 hereto, and the Quarterly Update attached as Exhibit 99.2 hereto, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, (the “PSLRA”). Such forward-looking statements generally relate to future events, financial results or operating performance based on management’s current expectations, assumptions and beliefs about the Company’s future financial and operating performance, as well future economic conditions, and are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such expressions. Accordingly, any statement contained or referenced herein, as well as in the other filings that we make with the SEC, that is not a statement of historical fact, should be considered a forward-looking statement. These forward-looking statements may includ

0001167419 false

0001167419

2022-08-15 2022-08-15

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): August 16, 2022 (August 15, 2022)

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.)

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

(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, no par value per share

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 2.02 – Results of Operations and Financial Condition.

On August 15, 2022, Riot Blockchain, Inc. (the “Company” or “Riot”) issued a press release (the “Press Release”) announcing its financial results for the fiscal quarter ended June 30, 2022. A copy of the Press Release is furnished hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 7.01 – Regulation FD Disclosure.

The Press Release includes information regarding Riot’s financial position and business and operations. A copy the Press Release is attached hereto as Exhibit 99.1 and is also available on the “Investors” page of our website, www.riotblockchain.com, under the “News and Events – Press Releases” tab.

The information furnished pursuant to Item 2.02 and 7.01 of this Current Report on Form 8-K (this “Current Report”), including the exhibit attached hereto, 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, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

Statements in this Report, including those made in the Press Release attached as Exhibit 99.1 to this Report, that are not statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. The assumptions and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and, therefore, 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 may include, but are not limited to, statements about the benefits of our acquisitions, including our financial and operating results following these acquisitions, and Riot’s plans, objectives, expectations and intentions for the future. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements, include, without limitation, risks related to: our estimates of bitcoin mining production are not audited; our future hash rate growth (expressed in terms of hashes per second); our anticipated benefits of immersion-cool

0001167419 false

0001167419

2022-03-16 2022-03-16

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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): March 18, 2022  (March 16, 2022)

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.)

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

(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 2.02. Results of Operations and Financial Condition

On March 16, 2022, Riot Blockchain, Inc. (“Riot,” “us,” “we,” “our,” or the “Company”) issued a press release announcing financial results for the year ended December 31, 2021. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 7.01 – Regulation FD Disclosure.

On March 18, 2022, the Company released an investor

presentation, dated as of March 17, 2022, (the “Investor Presentation”) which includes updates regarding Riot’s financial

position, business, and operations. A copy the Investor Presentation is attached hereto as Exhibit 99.2 and is also available on the “Investors” page of our website, www.riotblockchain.com/investors, under the “Company Info – Presentations” tab.

The information furnished pursuant to Items 2.02 and 7.01 of this Current Report on Form 8-K (this “Report”), including the Press Release attached as Exhibit 99.1 hereto and the Investor Presentation attached as Exhibit 99.2 hereto, 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, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking

Statements

Statements in this Report, including those made in the Press Release attached as Exhibit 99.1 and the Investor Presentation attached as Exhibit 99.2 to this Report, that are not statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements. The assumptions and expectations expressed in these forward-looking statements are subject to various risks and uncertainties and, therefore, 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 may include, but are not limited to, statements about the benefits of our acquisitions, including our financial and operating results following these acquisitions, and Riot’s plans, objectives, expectations and intentions for the future. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements, includ

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2021-11-15 2021-11-15

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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): November 17, 2021 (November 15, 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 2.02 - Results of Operations and Financial Condition.

On November 16, 2021, Riot Blockchain, Inc. (“Riot,” “us,” “we,” “our,” or the “Corporation”) issued a press release (the “Press Release”) announcing its quarterly operational and financial updates for the period ended September 30, 2021. A copy of the Press Release is attached hereto as Exhibit 99.1 and is also available on the “Investors” page of our website, www.riotblockchain.com/investors, under the “News and Events – Press Releases” tab (https://www.riotblockchain.com/investors/news-events/press-releases).

Item 7.01 – Regulation FD Disclosure.

On November 17, 2021, Riot released an investor presentation (the “Investor Presentation”), which includes updates regarding Riot’s financial position, business and operations, including information regarding its Bitcoin mining production. A copy the Investor Presentation is attached hereto as Exhibit 99.2 and is also available on the “Investors” page of our website, www.riotblockchain.com, under the “Company Info – Presentations” tab.

The information furnished pursuant to Item 2.02 and 7.01 of this Current Report on Form 8-K (this “Current Report”), including these exhibits are attached hereto, 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, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking

Statements

Statements in this Current Report, including those made in the documents incorporated by reference herein, that are not statements of historical fact may be forward-looking statements that reflect management’s current expectations, assumptions and estimates of future performance and economic conditions. Such statements are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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. The assumptions and expectations expressed in these forward-looking statements 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 may include, but are not limited to, statements about the benefits of our acquisition of Whinstone US, Inc., including financial and opera

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2021-04-12 2021-04-12

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2021-04-11 2021-04-12

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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 12, 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)

N/A

(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 2.02 – Results of Operations and Financial Condition.

On April 12, 2021, Riot issued the press release (the “Press Release”) announcing certain preliminary production and financial results, including its preliminary cryptocurrency mining production, for the fiscal quarter ended March 31, 2021 (“Q1 2021”). All measures of the Corporation’s Q1 2021 operating and financial results and conditions contained in the Press Release are preliminary and reflect the Corporation’s expected results as of the date of the Press Release. Actual reported Q1 2021 results are subject to management's final review, as well as review by the Corporation’s independent registered accounting firm, and may vary significantly from current expectations as a result of a number of factors, including, without limitation, additional or revised information and changes in accounting standards or policies, or in how those standards are applied.

A copy of the Press Release is attached as Exhibit 99.1 to this to this Current Report on Form 8-K (this “Current Report”) and is incorporated herein by reference.

Item 7.01 – Regulation FD Disclosure.

The Corporation’s press release attached as Exhibit 99.1 to this Current Report and disclosed under Item 2.02 above is incorporated by reference into this Item 7.01 of this Current Report.

In accordance with General Instruction B.2 of Form 8-K, the information disclosed in Items 2.02 and 7.01 of this Current Report, including Exhibit 99.1 to this Current Report, is intended to be furnished under Item 2.02 and Item 7.01 of this Current Report only and shall not be deemed “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, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

About Riot Blockchain, Inc.

Information reported in this Current Report is limited to the scope of the information reportable under a Current Report under the rules and regulations of the Securities Exchange Commission (the “SEC”). 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, 2020, filed w

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2021-03-15 2021-03-15

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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): March 15, 2021 (March 15, 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 2.02 – Results of Operations and Financial Condition.

On March 15, 2021, Riot issued the press release attached as Exhibit 99.1 to this Report, announcing preliminary cryptocurrency mining production results for the fourth quarter of 2020, and for January and February of 2021, and updates on operations and a miner purchase.

Item 7.01 – Regulation FD Disclosure.

The Corporation’s press release attached as Exhibit 99.1 to this Report and disclosed under Item 2.02 above is incorporated by reference into this Item 7.01.

This information, including Exhibit 99.1 to this Report, is intended to be furnished under Item 2.02 and Item 7.01 of this Report only and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a 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.

Cautionary Note Regarding Forward-Looking

Statements

The information provided in this Report, including the information set forth in the press release attached hereto as Exhibit 99.1, may include “forward-looking statements” (within meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended) relating to future events or the future financial performance of the Corporation. Because such statements are subject to risks and uncerta

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): June 16, 2020 (June 10, 2020)

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 229.425)

☐  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 (§229.405 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 2.02 – Results of Operations and Financial Condition.

On June 10, 2020, Riot Blockchain, Inc. (“Riot” or the “Corporation”) issued a press release announcing the progress of the relocation of its cryptocurrency miners (the “Miners”) from the Oklahoma City, Oklahoma facility to the Coinmint, LLC (“Coinmint”), facility in Massena, New York, as well as its May 2020 cryptocurrency mining production update and related matters. Riot previously reported the relocation of its Miners from the Oklahoma City, Oklahoma facility to Coinmint’s Massena, New York facility via its current report on Form 8-K filed with the SEC on April 14, 2020. A copy of the Corporation’s press release announcing the progress of its relocation of its Miners to Coinmint and its May 2020 production statistics is attached hereto as Exhibit 99.1.

The information provided under this Item 2.02, including the exhibit, is being furnished by the Corporation 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.

Item 8.01 – Other Events.

The information furnished under Item 2.02 of this Current Report on Form 8-K (this “Report”) is incorporated by reference and is being furnished pursuant to this Item 8.01.

About Riot Blockchain

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 in this Current Report on Form 8-K below, together with the factors 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 Securities and Exchange Commission (the “SEC”) on March 25, 2020, 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 below, 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 risks discussed below also include forward-looking statements, and actual results and events may differ substantial

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 12, 2020 (May 6, 2020)

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 1.01 – Entry into a Material Definitive Agreement.

On May 6, 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”) to purchase 1,040 additional Antminer S19 Pro digital currency miners (the “Miners”) for an aggregate purchase price of approximately $1.94 million, subject to adjustment and additional costs as set forth in the Agreement. The acquisition of these additional Miners was made on substantially the same terms as the April 30, 2020 sale and purchase agreement between Riot and Bitmain, first reported by the Corporation on its current report on Form 8-K filed with the SEC on May 5, 2020. The Corporation expects delivery of the Miners to occur in late July 2020, and the Corporation anticipates installation and integration of these additional new Miners to occur shortly after delivery.

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 2.02 – Results of Operations and Financial Condition.

On May 11, 2020, the Corporation issued a press release announcing its first quarter 2020 financial results, as well as its recent legal, operational and financial highlights. A copy of the Corporation’s press release announcing the purchase is attached hereto as Exhibit 99.1.

The information provided under this Item 2.02, including the exhibit, is being furnished by the Corporation 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.

Item 7.01 – Regulation FD Disclosure.

On May 7, 2020, the Corporation issued a press release announcing the acquisition of the 1,040 additional Miners disclosed under Item 1.01 of this Report. A copy of the Corporation’s press release announcing the purchase is attached hereto as Exhibit 99.2.

About Riot Blockchain

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 in this Current Report on Form 8-

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 5, 2020 (April 29, 2020)

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)

(293) 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 229.425)

☐  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 (§229.405 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 1.01 - Entry Into a Material Definitive Agreement.

On April 29, 2020, Riot Blockchain, Inc. (“Riot” or the “Corporation”) entered into a Sale and Purchase Agreement (the “Agreement”) with Bitmaintech PTE. LTD. (“Bitmain”), pursuant to which the Corporation agreed to purchase one thousand (1,000) next generation model Antminer S19 Pro digital currency miners (the “Miners”), for an aggregate purchase price of approximately US $2,437,000, subject to adjustment and additional costs as set forth in the Agreement. Pursuant to the Agreement, shipment of the Miners is expected to be completed by late June 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 and is incorporated herein by reference.

Item 2.01 - Completion of Acquisition or Disposition of Assets.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.

Item 2.02 – Results of Operations and Financial Condition.

On May 2, 2020, the Corporation issued a press release announcing its April 2020 production update and related matters. A copy of the Corporation’s press release announcing the purchase is attached hereto as Exhibit 99.1.

The information provided under this Item 2.02, including the exhibit, is being furnished by the Corporation 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.

Item 8.01 - Other Events.

On April 29, 2020, the Corporation issued a press release announcing the purchase of 1,000 model Antminer S19 Pro digital currency miners from Bitmain, as disclosed under Item 1.01 of this Current Report on Form 8-K. A copy of the Corporation’s press release announcing the purchase is attached hereto as Exhibit 99.2.

About Riot Blockchain

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 in this Current Report on Form 8-K below, together with the factors described under Item 1A under the heading “Risk Factors” in our most recent Annual Re