0001079973-18-000508.txt : 20180910 0001079973-18-000508.hdr.sgml : 20180910 20180910171033 ACCESSION NUMBER: 0001079973-18-000508 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180908 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180910 DATE AS OF CHANGE: 20180910 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: 181063373 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): September 8, 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 6th 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)
 
 
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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 8, 2018, John O’Rourke resigned as chief executive officer and chairman of the board of directors of Riot Blockchain, Inc. (the “Company”), and Christopher Ensey was appointed as the Company’s interim chief executive officer. Also on September 8, 2018, Remo Mancini, who has served as a director of the Company since February 2018, was appointed chairman of the board of directors, and the Company’s board of directors created a new Investment and Strategy Committee which will be led by Andrew Kaplan as Chairperson. Mr. Kaplan has served as a director of the Company since May 2017. In addition, on September 8, 2018, Jason Les was appointed interim chairperson of the Company’s Audit Committee. Mr. Les has served as a director of the Company since November 2017.

Mr. Ensey, 37, has served as the Company’s chief operating officer since January 2018. Mr. Ensey is a cybersecurity specialist with a broad technical background spanning security operations, product development and cloud computing. In 2012, Mr. Ensey founded Dunbar Armored's cybersecurity practice and managed security services division where Mr. Ensey served as Chief Operating Officer from 2012 to January 2018. In such role, Mr. Ensey led product development, operations and sales globally. Previous roles include Director of Government Security Solutions at SafeNet and Principal Security Strategist & Associate Director at IBM. Mr. Ensey also serves as an advisor and investor to numerous cybersecurity and blockchain startups and has a BS in Computer Engineering from Virginia Tech University.

Item 8.01.  Other Events.

On September 8, 2018, the Company issued a press release. A copy of the press release is attached as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d)        Exhibits.
 
Exhibit No.
Description
 



       

   

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: September 10, 2018
By:
/s/  Rob Chang
 
 
 
Name: Rob Chang
 
 
 
Title: Chief Financial Officer
 
 

 EX-99.1 2 ex99x1.htm EXHIBIT 99.1
Exhibit 99.1
 
 
 

Riot Blockchain Announces Restructuring
Chris Ensey Appointed Interim CEO Following Resignation of  Chairman and CEO

CASTLE ROCK, CO, September 8, 2018 /Accesswire/ -- Riot Blockchain, Inc. (NASDAQ: RIOT) (“Riot” or the “Company”), today announced that Chris Ensey would be named Chief Executive in connection with a restructuring of the Company’s senior executives.  Mr. Ensey is expected to continue to aggressively pursue the exploration of the Company’s RiotX digital currency exchange under license from Coinsquare and expanded opportunities for digital asset and cryptocurrency businesses.  The move follows the resignation of John O’Rourke, the Company’s Chairman and CEO.
Mr. Ensey has an extensive background in related industries and served as Chief Operating Officer prior to this announcement.  He has held roles with Dunbar Armored, SafeNet and IBM including positions in cybersecurity and product development.
In addition, current Lead Director Remo Mancini has been appointed as Chairman of the Board of Directors. The Board has created a new Investment and Strategy Committee which will be led by Andrew Kaplan as Chairperson.  In connection with the restructuring Jason Les has been named Interim Chairperson of the Audit Committee.  Each of the Company’s independent directors will continue to serve on each of the committees of the Board.
About Riot Blockchain
Riot Blockchain is focused on building, operating, and supporting blockchain technologies.  Its primary operations consist of cryptocurrency mining, targeted development of exchange and mining pool platforms, along with other investments within the sector. 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-K for the fiscal year ended December 31, 2017 filed with the Securities and Exchange Commission (the "SEC") on April 17, 2018, as amended on Form 10-K/A on April 30, 2018 and June 29, 2018, and in periodic and current reports we file with the SEC.  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 and current 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 Company does not undertake any obligation to update forward-looking statements contained in this press release.
Media Contact:
PR@RiotBlockchain.com
Investor Contact:
IR@RiotBlockchain.com

SOURCE: Riot Blockchain, Inc.