Riot Platforms Files 8-K on Equity Sales

Ticker: RIOT · Form: 8-K · Filed: Jul 23, 2024 · CIK: 1167419

Riot Platforms, Inc. 8-K Filing Summary
FieldDetail
CompanyRiot Platforms, Inc. (RIOT)
Form Type8-K
Filed DateJul 23, 2024
Risk Levelmedium
Pages6
Reading Time7 min
Key Dollar Amounts$92.5 million, $18.5 million, $10.22, $32.5 million
Sentimentneutral

Sentiment: neutral

Topics: equity-sale, 8-K, disclosure

TL;DR

Riot Platforms filed an 8-K on July 23, 2024, reporting unregistered sales of equity securities.

AI Summary

On July 23, 2024, Riot Platforms, Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing also included Regulation FD disclosures and other events, along with financial statements and exhibits. The company, formerly known as Riot Blockchain, Inc., is incorporated in Nevada and based in Castle Rock, Colorado.

Why It Matters

This filing indicates potential dilution or new equity issuance by Riot Platforms, which could impact existing shareholders and the company's financial structure.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can signal a need for capital or potential dilution, requiring further investigation into the terms and impact.

Key Players & Entities

  • Riot Platforms, Inc. (company) — Registrant
  • July 23, 2024 (date) — Date of Report
  • Nevada (jurisdiction) — State of Incorporation
  • Riot Blockchain, Inc. (company) — Former Company Name
  • Bioptix, Inc. (company) — Former Company Name
  • Venaxis, Inc. (company) — Former Company Name

FAQ

What specific type of equity securities were sold in the unregistered offering?

The filing does not specify the exact type of equity securities sold, only that they were unregistered.

Were there any specific dollar amounts associated with these unregistered equity sales?

The provided text does not contain specific dollar amounts for the unregistered equity sales.

What is the primary reason for Riot Platforms, Inc. engaging in unregistered sales of equity?

The filing does not explicitly state the reason for the unregistered sales of equity.

When was Riot Platforms, Inc. formerly known as Riot Blockchain, Inc.?

The name change from Riot Blockchain, Inc. to Riot Platforms, Inc. occurred on October 4, 2017.

What other items are included in this 8-K filing besides the unregistered sales of equity?

This 8-K filing also includes Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits.

Filing Stats: 1,727 words · 7 min read · ~6 pages · Grade level 13.1 · Accepted 2024-07-23 16:50:24

Key Financial Figures

  • $92.5 million — aggregate purchase price at closing of $92.5 million (the " Acquisition "), consisting of ap
  • $18.5 million — isition "), consisting of approximately $18.5 million in cash and 7,240,623 shares of Riot's
  • $10.22 — sellers in connection with closing, at $10.22 per Share (calculated based on the twen
  • $32.5 million — lso be entitled to receive a maximum of $32.5 million in additional earn-out payments in conn

Filing Documents

02 – Unregistered Sales of Equity Securities

Item 3.02 – Unregistered Sales of Equity Securities. The information in Item 8.01 of this Current Report on Form 8-K (this " Report ") below is incorporated by reference into this Item 3.02 of this Report.

01 – Regulation FD Disclosure

Item 7.01 – Regulation FD Disclosure. On July 23, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, " Riot ") issued a press release (the " Press Release ") and investor presentation (the " Presentation ") announcing Riot's acquisition of Block Mining, Inc., as described in Item 8.01 of this Report. Copies of the Press Release and Presentation are furnished as Exhibit 99.1 and 99.2, respectively, to this Report and are available on Riot's website, www.riotplatforms.com, under the "Investor Relations" tab. The information furnished pursuant to this Section 7.01 of this Report, including the Press Release and the Presentation attached as Exhibits 99.1 and 99.2 hereto, respectively, is furnished, 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 liability under that Section, and shall not be incorporated 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.

01 – Other Events

Item 8.01 – Other Events. On July 23, 2024, Riot completed a transaction to acquire Block Mining, Inc. (" Block "), a Kentucky-based vertically-integrated Bitcoin miner, for an aggregate purchase price at closing of $92.5 million (the " Acquisition "), consisting of approximately $18.5 million in cash and 7,240,623 shares of Riot's common stock, no par value per share, (" Shares ") issuable to the sellers in connection with closing, at $10.22 per Share (calculated based on the twenty-trading-day volume-weighted average price (" VWAP ") of the Shares as of July 18, 2024). Following closing, the sellers may also be entitled to receive a maximum of $32.5 million in additional earn-out payments in connection with the Acquisition, subject to the satisfaction of certain milestones related to executing the additional power purchase agreements to add additional power capacity for Bitcoin mining in Kentucky for the 2024 and 2025 calendar years. Such earn-out payments may be payable in the form of cash, Shares, or a mixture of cash and Shares, at the sellers' election, with the number of Shares to be issued (if any) calculated based on the twenty-trading-day VWAP of the Shares as of the date such earn-out payments are determined. The issuance of Shares in connection with the Acquisition will be made in accordance with the terms and subject to the conditions set forth in the Acquisition agreement and in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder. The issuance and sale of the Shares is not being conducted in connection with a public offering, and no public solicitation or advertisement will be made or relied upon in connection with the issuance of the Shares. Cautionary Note Regarding Forward Looking Statements This Report, the Press Release attached as Exhibit 99.1 hereto, and the Presentation attached as Exhibit 99.2, as well as

01 – Financial Statements and Exhibits

Item 9.01 – Financial Statements and Exhibits. (d) Exhibits. EXHIBIT INDEX The following exhibits are filed or furnished herewith: Exhibit No. Description 99.1 Press Release, dated July 23, 2024. 99.2 Block Mining Acquisition Investor Presentation, dated as of July 23, 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 23, 2024

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