Current Report Filing (8-k)
03 Janeiro 2023 - 6:46PM
Edgar (US Regulatory)
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2022-12-30
2022-12-30
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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): January 3, 2023 (December
30, 2022)
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) |
|
Riot
Blockchain, Inc.
(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
On December 30, 2022, Riot Blockchain, Inc. (the “Parent”)
entered into a plan of merger, (the “Plan of Merger”), with its recently formed wholly owned subsidiary, Riot Platforms, Inc.,
a Nevada corporation, (the “Merger Sub”), pursuant to which it was agreed that the Merger Sub would merge with and into the
Parent, (the “Merger”). Following the consummation of the Merger, the separate existence of Merger Sub would cease, and the
Parent would continue as the surviving corporation with the Parent’s name changed to Riot Platforms, Inc. (the “Company”).
Pursuant to the Plan of Merger, (i) the Parent’s
articles of incorporation in effect at the effective time of the Merger, as amended pursuant to the Articles of Merger (as defined below)
to change the name of the surviving corporation to Riot Platforms, Inc., remain the articles of incorporation of the surviving corporation,
(ii) the bylaws in effect at the effective time of the Merger remain the bylaws of the surviving corporation, and (iii) the directors
and officers of the Parent immediately prior to the effective time of the Merger remain the directors and officers of the surviving corporation.
The foregoing is a summary only and does not purport
to be a complete description of all terms, provisions, covenants, and agreements contained in the Plan of Merger, and is subject to and
qualified in its entirety by reference to the full text of the Plan of Merger, which is attached hereto as Exhibit 2.1 and incorporated
by reference herein.
Item 5.03 – Amendments to Articles of Incorporation.
Effective December 30, 2022, we filed articles of
merger (the “Articles of Merger”) with the Secretary of the state of Nevada to effect the Merger. The Articles of Merger provided
that Article I of our articles of incorporation was amended to change our name to Riot Platforms, Inc.
Pursuant to Nevada law, stockholder approval was not
required for the foregoing corporate actions.
The Company’s common stock will continue to
trade on the Nasdaq Capital Market under its existing symbol “RIOT”.
The foregoing is a summary only and does not purport
to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Articles of Merger, and is subject
to and qualified in its entirety by reference to the full text of the Articles of Merger, which are attached hereto as Exhibit 3.1 and
incorporated by reference herein.
Item 7.01. – Regulation FD Disclosure.
We are furnishing the disclosure in this Item 7.01
in connection with the disclosure of information in the form of the textual information from a press release on January 3, 2023, announcing
our name change. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit
99.1) is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report on Form 8-K will not be
deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
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-cooling, our expected schedule of new miner deliveries; our ability to successfully deploy the new bitcoin mining computers
we acquire; the timely completion of our expanded megawatt capacity under development; the integration of acquired businesses may not
be successful, or such integration may take longer or be more difficult, time-consuming or costly to accomplish than anticipated; failure
to otherwise realize anticipated efficiencies and strategic and financial benefits from our acquisitions; and the impact of COVID-19 on
us, our customers, or on our suppliers in connection with our estimated timelines. Detailed information regarding other factors that may
cause actual results to differ materially from those expressed or implied by statements in this Report, including the documents incorporated
by reference herein, may be found in The Company’s filings with the Securities Exchange Commission (the “SEC”), including
under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of Riot’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, and the additional risk factors set forth in Riot’s Current
Report on Form 8-K filed with the SEC on May 26, 2021, as well as the our other filings with the SEC, copies of which may be obtained
from the SEC’s website, www.sec.gov. All forward-looking statements included in this Report, including those made in the Press Release
attached as Exhibit 99.1 to this Report and in the other documents we file with the SEC, are made only as of the date of this Report and,
as applicable, the date of the other documents we file with the SEC. Riot disclaims any intention or obligation to update or revise any
forward-looking statements to reflect events or circumstances that subsequently occur, or of which Riot hereafter becomes aware, except
as required by law. Persons reading this Report, the Press Release, and the other documents we file with the SEC are cautioned not to
place undue reliance on such forward-looking statements.
Item 9.01– Financial Statements and
Exhibits.
(d) Exhibits.
SIGNATURE
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: January 3, 2023
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