Riot Platforms Files 8-K: Material Agreement, Other Events

TL;DR

Riot Platforms signed a big deal, filed financials, and changed names multiple times. Keep an eye on this one.

AI Summary

On December 16, 2024, Riot Platforms, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported other events and filed financial statements and exhibits. Riot Platforms, Inc. was formerly known as Riot Blockchain, Inc. and prior to that, Bioptix, Inc. and Venaxis, Inc.

Why It Matters

This filing indicates significant corporate activity for Riot Platforms, Inc., including a new material agreement that could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, but the lack of specific details about this agreement introduces uncertainty regarding its potential impact on the company.

Key Players & Entities

• Riot Platforms, Inc. (company) — Registrant
• December 16, 2024 (date) — Date of earliest event reported
• Riot Blockchain, Inc. (company) — Former company name
• Bioptix, Inc. (company) — Former company name
• Venaxis, Inc. (company) — Former company name

FAQ

Filing Documents

• riot-20241216x8k.htm (8-K) — 49KB
• riot-20241216xex5d1.htm (EX-5.1) — 17KB
• riot-20241216xex10d1.htm (EX-10.1) — 255KB
• riot-20241216xex5d1001.jpg (GRAPHIC) — 1KB
• riot-20241216xex5d1002.jpg (GRAPHIC) — 4KB
• 0001558370-24-016437.txt ( ) — 512KB
• riot-20241216.xsd (EX-101.SCH) — 4KB
• riot-20241216_def.xml (EX-101.DEF) — 3KB
• riot-20241216_lab.xml (EX-101.LAB) — 17KB
• riot-20241216_pre.xml (EX-101.PRE) — 11KB
• riot-20241216x8k_htm.xml (XML) — 5KB

01 – Entry into a Material Definitive Agreement

Item 1.01 – Entry into a Material Definitive Agreement. On December 16, 2024, Riot Platforms, Inc. (the " Company ") and Coinbase, Inc., on behalf of itself and Coinbase Custody Trust Company, LLC, and, if applicable, Coinbase Credit, Inc. or Coinbase Custody International Ltd. (collectively, " Coinbase "), entered into the Coinbase Prime Broker Agreement, which includes the Coinbase Custody Services Agreement attached thereto as Exhibit A, and the Coinbase Master Trading Agreement attached thereto as Exhibit B (collectively, the " Agreement "). The Agreement governs the Company's use of certain custodial and prime broker services, including, but not limited to, the storing of digital assets, trade execution, lending, post-trade credit, and other services provided by Coinbase (the " Services "). The Agreement establishes the rights and responsibilities of Coinbase with respect to the Company's digital assets which are held in accounts maintained and operated by Coinbase. The terms of the Agreement are summarized as follows: Insurance: Pursuant to the terms of the Agreement, Coinbase shall obtain and maintain insurance coverage in such types and amounts as shall be commercially reasonable for the Custodial Services (as defined in the Agreement) provided. Accounts: Coinbase is a U.S. based custodian that securely stores the Company's digital assets in one or more segregated cold wallets, in the Company's name, secured by Coinbase. Coinbase securely stores all private keys in offline storage. Coinbase has implemented and will maintain reasonable information security programs that include policies and procedures that are reasonably designed to safeguard Coinbase's electronic systems and the Company's confidential information from, among other things, unauthorized access or misuse. In the event of a Data Security Incident (as defined in the Agreement), Coinbase will promptly (subject to any legal or regulatory requirements) notify the Company. Indemnity: The

01 – Other Events

Item 8.01 – Other Events. On December 20, 2024, the Company filed a prospectus supplement (the " Prospectus Supplement ") to its effective automatic shelf registration statement on Form S-3ASR, as previously filed with the U.S. Securities and Exchange Commission on August 9, 2021 (File No. 333-281454) to register the resale of up to 180,000 shares of the Company's common stock, no par value per share, (" Common Stock ") by XMS Capital Partners, LLC for analysis, advice and support in the context of strategic, financing and mergers and acquisitions-related activities, who are the Selling Stockholders identified in the Prospectus Supplement (the " Selling Stockholders "). The shares of our Common Stock being offered for resale by the Selling Stockholders were originally issued to them, as of December 19, 2019, and were transferred to the Selling Stockholders December 12, 2024. This Item 8.01 is being filed solely for the purpose of filing the opinion of Lewis, Roca, Rothgerber, Christie, LLP relating to the validity of the shares of Common Stock registered for resale by the Selling Stockholders pursuant to the Prospectus Supplement, a copy of which is attached as Exhibit 5.1 hereto.

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 5.1 Opinion of Lewis, Roca, Rothgerber, Christie, LLP. 10.1* Coinbase Prime Broker Agreement, dated as of December 16, 2024, between Coinbase, Inc., on behalf of itself and certain affiliates, and Riot Platforms, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company 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: December 20, 2024

View Full Filing

View this 8-K filing on SEC EDGAR