Riot Platforms Files 8-K on Material Definitive Agreement

Ticker: RIOT · Form: 8-K · Filed: Feb 27, 2024 · CIK: 1167419

Riot Platforms, Inc. 8-K Filing Summary
FieldDetail
CompanyRiot Platforms, Inc. (RIOT)
Form Type8-K
Filed DateFeb 27, 2024
Risk Levelmedium
Pages7
Reading Time9 min
Key Dollar Amounts$96,673,500
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, corporate-action, 8-K-filing

TL;DR

**Riot Platforms just filed an 8-K about a new material agreement, but the specific details are not yet public.**

AI Summary

Riot Platforms, Inc. filed an 8-K on February 27, 2024, reporting events that occurred on February 24, 2024. The filing indicates the company entered into a "Material Definitive Agreement" and also reported "Other Events." No specific financial terms, parties involved, or detailed nature of these events are disclosed in the provided excerpt of the filing.

Why It Matters

This filing signals that Riot Platforms, Inc. has entered into a significant agreement, which could impact its operations or financial standing, though specific details are not disclosed in this excerpt. Investors will need to await further details to understand the full implications.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but without specific terms, its financial or operational impact on Riot Platforms, Inc. remains unknown, creating uncertainty.

Key Players & Entities

  • Riot Platforms, Inc. (company) — registrant and filer
  • Nevada (company) — state of incorporation for Riot Platforms, Inc.
  • February 27, 2024 (date) — date of report/filing date
  • February 24, 2024 (date) — date of earliest event reported
  • 001-33675 (company) — Commission File Number for Riot Platforms, Inc.
  • 84-1553387 (company) — I.R.S. Employer Identification No. for Riot Platforms, Inc.

FAQ

What is the primary purpose of this 8-K filing by Riot Platforms, Inc.?

This 8-K filing reports the "Entry into a Material Definitive Agreement" and "Other Events" by Riot Platforms, Inc.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 24, 2024.

What is the filing date of this 8-K?

The filing date of this 8-K is February 27, 2024.

In which state is Riot Platforms, Inc. incorporated?

Riot Platforms, Inc. is incorporated in Nevada.

What is the Commission File Number for Riot Platforms, Inc. as stated in the filing?

The Commission File Number for Riot Platforms, Inc. is 001-33675.

Filing Stats: 2,249 words · 9 min read · ~7 pages · Grade level 12.5 · Accepted 2024-02-27 16:41:39

Key Financial Figures

  • $96,673,500 — cond (EH/s), in exchange for payment of $96,673,500, plus applicable taxes and fees, (the "

Filing Documents

01 – Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement. On February 24, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, " Riot ") entered into a purchase order, dated effective as of February 23, 2024, (the " Purchase Order ") to purchase 31,500 Bitcoin mining servers (" Miners ") from MicroBT (through its manufacturing subsidiary), a leading manufacturer of Bitcoin miners, (" MicroBT "). The Purchase Order incorporates the terms of the previously reported master purchase and sale agreement, dated effective as of June 23, 2023, by and between Riot and MicroBT (the " Master Agreement "), which provides for customary representations, warranties, covenants, and agreements, including with respect to confidentiality. The Purchase Order is in addition to Riot's existing purchase options under the Master Agreement, which continue to grant Riot the option to purchase up to 66,560 Miners per year from MicroBT through December 31, 2027, for a total of 265,000 additional Miners, under the Master Agreement, on terms at least on par with the Purchase Order No. 2, dated as of December 1, 2023, (" P.O. 2 ") as previously reported in Riot's current report on Form 8-K filed with the U.S. Securities and Exchange Commission (the " SEC ") on December 6, 2023. A copy of the Master Agreement (with certain confidential terms redacted, as indicated thereon) was filed as Exhibit 10.1 to Riot's current report on Form 8-K filed with the SEC on June 30, 2023, and a copy of P.O. 2 (with certain confidential terms redacted, as indicated thereon) was filed as Exhibit 10.1 to Riot's current report on Form 8-K filed with the SEC on December 6, 2023. Pursuant to the Purchase Order, Riot is acquiring 31,500 model M60S Miners from MicroBT, with a total hash rate of 5.9 exahashes per second (EH/s), in exchange for payment of $96,673,500, plus applicable taxes and fees, (the " Purchase Price "). These Miners will be delivered in two (2) approximately equal batches, with the f

01 – Other Events

Item 8.01 – Other Events. On February 27, 2024, Riot released a press release announcing the new MicroBT Purchase Order (the " Press Release "), as well as an updated corporate presentation, dated as of February 27, 2024, (the " Corporate Presentation "). The updated Corporate Presentation, which includes highlighted financial and operational results for the year ended December 31, 2023, as disclosed in Riot's annual report on Form 10-K for that period, which was filed with the SEC on February 22, 2024 (the " Annual Report "), has been revised to incorporate Riot's updated year-end 2024 hash rate target of 31 EH/s, which has increased as a result of the new MicroBT Purchase Order. A copy of the Annual Report is available at the SEC's website, www.sec.gov, as well as the "Investor Relations" page of Riot's website, www.riotplatforms.com. Copies of the Press Release and the Corporate Presentation are attached as Exhibits 99.1 and 99.2 to this Report, respectively, and are available under the "Investor Relations" page of Riot's website, www.riotplatforms.com. . To supplement Riot's financial results presented on a U.S. Generally Accepted Accounting Principles (" GAAP ") basis, Riot's Corporate Presentation includes 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 Riot's ongoing strategic business operations. Riot constantly evaluates its use of non-GAAP financial measures, and Riot believes its use of these measures is helpful in assisting management's evaluation of Riot's performance and achievement of its strategic goals. The non-GAAP financial measures used by Riot should be viewed in addition to, and not as a substitute for, or superior to, Riot's reported results prepared in accordance with GAAP, and they should be read only in conjunction with Riot's consolidated financial statements and results of operations (unaudited) pr

01 – Regulation FD Disclosure

Item 9.01 – Regulation FD Disclosure. (d) Exhibits. EXHIBIT INDEX The following exhibits are filed or furnished herewith: Exhibit No. Description 10.1* Purchase Order No. 03, dated as of February 23, 2024, executed under that certain Master Purchase and Sale Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT. 99.1 Riot Platforms, Inc. Press Release, dated February 27, 2024. 99.2 Riot Platforms, Inc. Corporate Presentation, dated as of February 27, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and similar amendments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Riot undertakes to furnish supplement copies of any of the omitted schedules upon request by the SEC. 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 27, 2024

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