Riot Platforms Files 8-K with Financial Exhibits

TL;DR

Riot Platforms filed an 8-K with financial exhibits on Sept 23, 2024.

AI Summary

On September 23, 2024, Riot Platforms, Inc. filed an 8-K report. The filing primarily concerns financial statements and exhibits, indicating a routine update rather than a major event. No specific financial figures or new business developments were detailed in the provided excerpt.

Why It Matters

This filing serves as a standard disclosure for Riot Platforms, Inc., providing updated financial information and exhibits to the SEC. Investors can review these documents for the company's latest financial status.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report for financial statements and exhibits, indicating no immediate or significant new risks.

Key Players & Entities

• Riot Platforms, Inc. (company) — Registrant
• September 23, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• 001-33675 (identifier) — Commission File Number
• 84-1553387 (identifier) — I.R.S. Employer Identification No.
• 3855 Ambrosia Street, Suite 301 (address) — Business Address
• Castle Rock, CO 801 (address) — Business Address City/State/Zip

FAQ

Filing Documents

• tm2424523d2_8k.htm (8-K) — 38KB
• 0001104659-24-101880.txt ( ) — 212KB
• riot-20240923.xsd (EX-101.SCH) — 3KB
• riot-20240923_lab.xml (EX-101.LAB) — 33KB
• riot-20240923_pre.xml (EX-101.PRE) — 22KB
• tm2424523d2_8k_htm.xml (XML) — 4KB

01 - Other

Item 8.01 - Other Events. On September 23, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, " Riot ") and Bitfarms Ltd. (" Bitfarms ") entered into a settlement agreement (the " Agreement "), pursuant to which (i) Andrs Finkielsztain resigned from the board of directors of Bitfarms (the " Board "); (ii) Amy Freedman was appointed to the Board, the Governance and Nominating Committee and the Compensation Committee of the Board, and will be appointed to each "special committee" of independent directors of the Board that is currently constituted or may be constituted from time to time provided that she is independent for purposes of the mandate of the "special committee"; and (iii) Riot has withdrawn its requisition for a special meeting of shareholders of Bitfarms. The Agreement provides that Bitfarms will hold a special meeting of shareholders no later than November 20, 2024, at which shareholders of Bitfarms will be asked to approve an expansion of the Board to six members, to elect a new independent director nominated by the Board, and to ratify the shareholder rights plan adopted by the Board on July 24, 2024. Riot has agreed to vote in favor of these matters at the special meeting. Under the terms of the Agreement, Bitfarms has agreed that if, prior to the expiration of the Term (as defined below), Ms. Freedman ceases to serve as a director of Bitfarms, Riot shall be entitled to nominate an individual to replace Ms. Freedman as a director, provided such individual, among other things, satisfies applicable corporate, securities and stock exchange laws and rules, and is "independent" under such laws and rules. Riot also agreed that if, prior to the expiration of the Term, the directors/nominees proposed by the Board to be elected include Ms. Freedman or any replacement nominated by Riot, Riot will vote all common shares of Bitfarms (the " Common Shares ") it beneficially owns in favor of the election of each member of the Board. As used

Forward Looking Statements

Forward Looking Statements herein that are not historical facts constitute "forward-looking statements" and "forward-looking information" (together, " forward-looking statements ") within the meaning of applicable U.S. and Canadian securities laws that reflect management's current expectations, assumptions, and estimates of future events, performance and economic conditions. Such forward-looking Securities Exchange Act of 1934 and the safe harbor provisions of applicable Canadian securities laws. 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 and phrases such as "anticipate," "believe," "combined company," "create," "drive," "expect," "forecast," "future," "growth," "intend," "hope," "opportunity," "plan," "potential," "proposal," "synergies," "unlock," "upside," "will," "would," and similar words and phrases are intended to identify forward-looking statements. These forward-looking with Riot regarding a proposed combination of Riot and Bitfarms; the outcome of any such discussions, including the terms and conditions of any such potential combination; the future performance, liquidity and financial position of the combined company, and its ability to achieve expected synergies; and uncertainties as to timing of the special meeting of Bitfarms shareholders or the outcome. Such forward-looking

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 Settlement Agreement by and between Riot and Bitfarms, dated September 23, 2024 (incorporated by reference to Exhibit 1 to Riot's Schedule 13D/A, filed with the SEC on September 23, 2024 (the " Schedule 13D/A ")). 99.2 Joint Press Release of Riot and Bitfarms, dated September 23, 2024 (incorporated by reference to Exhibit 2 to the Schedule 13D/A). 99.3 Riot Press Release, dated September 23, 2024 (incorporated by reference to Exhibit 3 to the Schedule 13D/A). 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: September 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR