0001079973-18-000101.txt : 20180209 0001079973-18-000101.hdr.sgml : 20180209 20180209164632 ACCESSION NUMBER: 0001079973-18-000101 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180207 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180209 DATE AS OF CHANGE: 20180209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Riot Blockchain, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 841553387 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33675 FILM NUMBER: 18592427 BUSINESS ADDRESS: STREET 1: 202 6TH STREET, SUITE 401 CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: 303-794-2000 MAIL ADDRESS: STREET 1: 202 6TH STREET, SUITE 401 CITY: CASTLE ROCK STATE: CO ZIP: 80104 FORMER COMPANY: FORMER CONFORMED NAME: Bioptix, Inc. DATE OF NAME CHANGE: 20161201 FORMER COMPANY: FORMER CONFORMED NAME: Venaxis, Inc. DATE OF NAME CHANGE: 20121218 FORMER COMPANY: FORMER CONFORMED NAME: AspenBio Pharma, Inc. DATE OF NAME CHANGE: 20051110 8-K 1 riot_8k.htm FORM 8-K

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): February 7, 2018

Riot Blockchain, 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 Number)

202 6^th Street, Suite 401

Castle Rock, CO 80104

(Address of principal executive offices) (zip code)

(303) 794-2000

(Registrant's telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Copies to:

Harvey Kesner, Esq.

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37^th Floor

New York, New York 10036

Phone: (212) 930-9700

Fax: (212) 930-9725

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 (see General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 8.01 Other Events.

On February 7, 2018, Riot Blockchain, Inc. (the "Company") issued the press release attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, which is hereby incorporated by reference.

On February 8, 2018, the Company issued the press release attached hereto as Exhibit 99.2 to this Current Report on Form 8-K, which is hereby incorporated by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
99.1	Press Release dated February 7, 2018
99.2	Press Release dated February 8, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RIOT BLOCKCHAIN, INC.

Dated: February 9, 2018	By:	/s/ Jeffrey G. McGonegal
		Name: Jeffrey G. McGonegal
		Title: Chief Financial Officer

EX-99.1 2 ex99x1.htm EXHIBIT 99.1

Exhibit 99.1

Riot Blockchain Enters LOI to Acquire Logical Brokerage Corp

Riot Plans to Pursue Launching a Digital Currency Exchange in the U.S.

CASTLE ROCK, Colo., Feb 7, 2018 — Riot Blockchain, Inc. (Nasdaq: RIOT) (the "Company") today announced that it has entered into a letter of intent to have a newly formed subsidiary acquire Logical Brokerage Corp ("Logical Brokerage"). Logical Brokerage is a futures introducing broker headquartered in Miami, FL registered with the Commodity Futures Trading Commission ("CFTC") and a member of the National Futures Association ("NFA").

Riot Blockchain intends to pursue launching a digital currency exchange and a futures brokerage operation within the United States. Neither the CFTC nor the NFA regulate spot-market digital currency exchanges or activity, although the CFTC's jurisdiction is implicated when there is fraud or manipulation involving a virtual currency traded in interstate commerce.

"We have identified a substantial market need for additional options to serve a growing customer desire to transact in digital currencies within the U.S.," commented John O'Rourke, Chairman and CEO of Riot Blockchain. "Logical Brokerage helps provide a platform from which to service this market."

The blockchain is a decentralized and encrypted ledger that offers a secure, efficient, verifiable and permanent way of storing records and other information without the need for intermediaries. These protocols are the backbone of numerous cryptocurrencies, including Bitcoin, Ether and Litecoin. Blockchain protocols have a wide range of use, including processing transactions, accounting, verification and proof of ownership across a far-reaching spectrum of applications.

About Riot Blockchain

Riot Blockchain, Inc. is leveraging its expertise and a network of professional advisors to build and support blockchain technologies. It is establishing an Advisory Board with technical experience intending to become a leading authority and supporter of blockchain, while providing investment exposure to the rapidly growing Bitcoin and blockchain ecosystems. For more information, visit http://www.RiotBlockchain.com/.

Investor Notice

Investing in our securities involves a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 1A of our most recent Form 10-Q for the period ended September 30, 2017 filed with the Securities and Exchange Commission (the "SEC") on November 13, 2017 and in Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 31, 2017, as amended as of April 27, 2017 and August 15, 2017. If any of these risks were to occur, our business, financial condition or results of operations would likely suffer. In that event, the value of our securities could decline, and you could lose part or all of your investment. The risks and uncertainties we describe are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. In addition, our past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results in the future. See "Safe Harbor" below.

Safe Harbor

The information provided in this press release may include forward-looking statements relating to future events or the future financial performance of the Company. 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 such as "anticipates," "plans," "expects," "intends," "will," "potential," "hope" and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that 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. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in this press release relating to the Company may be found in the Company's periodic filings with the Securities and Exchange Commission, including the factors described in the sections entitled "Risk Factors", copies of which may be obtained from the SEC's website at www.sec.gov. The parties do not undertake any obligation to update forward-looking statements contained in this press release.

Media Contacts

Karen Chase or Travis Kruse

Russo Partners, LLC

(646) 942-5627

(212) 845-4272

karen.chase@russopartnersllc.com

travis.kruse@russopartnersllc.com

Investor Contact

IR@RiotBlockchain.com

EX-99.2 3 ex99x2.htm EXHIBIT 99.2

Exhibit 99.2

Riot Blockchain Participates in Coinsquare Private Placement; Coinsquare Receives CAD $430 Million Post-Money Valuation

Coinsquare closes on CAD $30 million financing from leading investors

CASTLE ROCK, Colo., Feb 8, 2018 — Riot Blockchain, Inc. (Nasdaq: RIOT) (the "Company") today announced that it has invested an additional CAD $3.4 million in one of its portfolio holdings, goNumerical Ltd (dba "Coinsquare"). The investment is part of a CAD $30 million financing at a CAD $430 million post-money valuation. This valuation for Coinsquare is over fifteen times the valuation from Riot Blockchain's initial investment in September 2017. Riot Blockchain additionally exercised its previously acquired warrants at a CAD $94 million valuation, and now owns approximately 12.5% of Coinsquare after the latest investment.

"Coinsquare continues its rapid growth and execution while positioning itself as the leading digital currency exchange in Canada," commented John O'Rourke, Chairman and Chief Executive Officer of Riot Blockchain. "We believe that Coinsquare offers the most compelling platform to transact in digital currencies in Canada. They will play a key role in advising Riot Blockchain on its efforts to establish a transparent and compliant United States-based digital currency exchange."