0001079973-18-000530.txt : 20180926 0001079973-18-000530.hdr.sgml : 20180926 20180926172317 ACCESSION NUMBER: 0001079973-18-000530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20180920 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180926 DATE AS OF CHANGE: 20180926 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: 181088690 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 26, 2018 (September 20, 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 No.)


 
202 6th Street, Suite 401,
 
 
Castle Rock, CO 80104
 
 
(Address of principal executive offices)
  

 
(303) 794-2000
 
 
(Registrant's telephone number, including area code)
  

 (Former name, former address, and former fiscal year, 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:

☐  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 Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 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.
 
(e) Compensatory Arrangements of Certain Officers
 
On September 20, 2018, the Board of Directors (the "Board") approved that certain Amendment to Executive Employment Agreement (the "Amendment"), which Amendment modified the relationship between Riot Blockchain, Inc. (the "Company") and Mr. Christopher Ensey, documenting the recent appointment of Mr. Ensey as the Company's Interim Chief Executive Officer.  The Amendment alters Mr. Ensey's compensation pursuant to his new position as the Company's Interim Chief Executive Officer.  Mr. Ensey had previously served as the Company's Chief Operating Officer pursuant to that certain Executive Employment Agreement (the "Ensey Employment Agreement") previously reported by the Company on its Current Report on Form 8-K dated January 27, 2018.
 
Pursuant to the Amendment and in consideration for his services to the Company, Mr. Ensey will receive a base salary of $306,000 per annum in accordance with the Company's regular payroll practices.  For each fiscal year during the term of employment, Mr. Ensey shall be eligible to receive a bonus in the amount of up to 100% of his annual base salary, if any, as may be determined from time to time by the Board in its discretion and shall be eligible to participate in any equity-based incentive compensation plan or other equity plan adopted by the Company.  Mr. Ensey also received an award of 24,000 restricted stock units (“RSUs”)pursuant to periodic review by the Board of certain of the Company’s non-employee directors, officers, and employees, which RSUs are convertible into shares of the Company’s Common Stock on a one-for-one basis pursuant to the Riot Blockchain, Inc. Amended & Restated Equity Incentive Plan (the “Plan”), the terms of such Plan have been previously disclosed.
 
The foregoing description of the Amendment to the Ensey Employment Agreement included herein does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
 

 
 


Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit
Number
Description







S I G N A T U R E


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.
 
 
 
 
 
 
 
By:
/s/ Christopher Ensey
 
 
Christopher Ensey
 
 
Interim Chief Executive Officer


 
Date: September 26, 2018



 
 EX-10.1 2 ex10x1.htm EXHIBIT 10.1
Exhibit 10.1
 
AMENDMENT TO
 EXECUTIVE EMPLOYMENT AGREEMENT

This Amendment, dated as of September 20, 2018 (the "Amendment"), is an amendment to the Executive Employment Agreement (the "Agreement") dated as of January 27, 2018, by and between Riot Blockchain, Inc., a Nevada corporation (the "Company") having its principal office at 202 6th Street, Suite 401, Castle Rock, CO 80104 and Christopher Ensey, an individual ("Executive").
BACKGROUND
Executive is employed by the Company.  The Board of Directors of the Company recently took action to appoint Executive to the position of Interim Chief Executive Officer effective as of September 8, 2018, and authorized amendment to the Agreement.  The Company and the Executive desire to amend the Agreement to reflect such title change and to be effective as of September 17, 2018, a revision to Executive's compensation.  All capitalized terms used but defined in this Amendment shall have the meanings set forth in the Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants and obligations hereinafter set forth, intending to be legally bound hereby, the parties hereto agree as follows:
1. Employment and Duties.  The first paragraph of Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following:
"The Company agrees to employ, and the Executive agrees to serve as the Company's Interim Chief Executive Officer and Chief Operating Officer, with responsibilities and authorities as are customarily performed by such position, including, but not limited to those duties as may from time to time be assigned to Executive by the Board of Directors of the Company.  Executive's responsibilities and authorities for operating policies and procedures are subject to the general direction and control of the Board of Directors."
2. Base Salary.  Section 4, Base Salary shall be revised to $306,000 effective as of September 17, 2018.
3. Agreement in Full Force and Effect.  Except as amended by this Amendment, the terms and provisions of the Agreement are and shall remain in full force and effect.
IN WITNESS HEREOF, the Executive and the Company have caused this Amendment to be executed as of the date first written above


[Signature Page Follows]
 

 
 
RIOT BLOCKCHAIN, INC.    
EXECUTIVE
 
  
By:
/s/ Remo Mancini 
    
/s/ Christopher Ensey
  
 
Remo Mancini 
    
Christopher Ensey
  
 
Chairman of the Board of Directors