0001079973-18-000585.txt : 20181023 0001079973-18-000585.hdr.sgml : 20181023 20181023165908 ACCESSION NUMBER: 0001079973-18-000585 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181020 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181023 DATE AS OF CHANGE: 20181023 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: 181134609 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): October 23, 2018 (October 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.

Resignation of Director

On October 20, 2018, Mr. Andrew Kaplan informed the Board of Directors (the “Board”) of Riot Blockchain, Inc. (the “Company”) of his intention to resign his position as a member of the Board, effective as of October 22, 2018.  Mr. Kaplan has been a member of the Board since May of 2017, where he has served as chairman of the Investment and Strategy Committee and chairman of the Nominating and Corporate Governance Committee.  Mr. Kaplan’s resignation from the Board is by mutual agreement between Mr. Kaplan and the Company and is not due to any disagreement with the Company.

Appointment of Director

On October 22, 2018, the Board appointed Mr. Benjamin Yi to serve as an independent director of the Company, effective as of October 23, 2018.  Mr. Yi will serve on the Board until the Company’s 2019 annual meeting of shareholders and until his successor is duly elected and qualified.  Mr. Yi will also serve as chairman of the Audit Committee and as chairman of the Investment and Strategy Committee.

Mr. Yi, age 36, currently serves as Head of Capital Markets at IOU Financial Inc., an industry leader in online lending to small businesses across North America, where he specializes in capital markets and corporate development. Previously, he served as Vice President of Corporate Development and Strategy at Dundee 360 Real Estate Corporation, a real estate development and services subsidiary of Dundee Corporation, from September of 2015 to September of 2016. Prior to Dundee 360, Mr. Yi served in various progressively senior roles, including as an investment analyst at Dundee Corporation, from April of 2010 to August of 2015, and as senior analyst for product development and analytics at the predecessor to 1832 Asset Management L.P., the Canadian subsidiary of Scotiabank, from July of 2006 to April of 2010.

In addition to his executive and financial experience, Mr. Yi has substantial corporate governance experience:  Mr. Yi served as an Independent Director and chairman of the Corporate Governance and Remuneration Committee of PetroMaroc Corporation, plc, a UK-based energy company, from December 2013 to December of 2016; as a member of the Board of Managers and Audit Committee of Android Industries, LLC, an Auburn Hills-based assembler of complex modules for the automotive industry, from January of 2014 to September of 2016; and, as Independent Director and member and occasional chairman of the Audit Committee of Woulfe Mining Corporation, a publicly-traded Vancouver-based mining company, from October of 2013 to September of 2015.

There is no arrangement or understanding with any person pursuant to which Mr. Yi was appointed as a member of the Board.  There are no transactions or relationships between the Company and Mr. Yi that are reportable under Item 404(a) of Regulation S-K.  Mr. Yi will receive annual compensation in accordance with policies and procedures previously approved by the Board for non-employee directors of the Company in the amount of $36,000 for his service as a member of the Board, and will receive annual compensation in the aggregate amount of $20,000 for his service as chairman of the Audit Committee and chairman of the Investment and Strategy Committee.

Item 7.01 Regulation FD Disclosure.

On October 23, 2018, the Company issued a press release announcing: (i) the resignation of Mr. Kaplan from the Board; (ii) the appointment of Mr. Yi to the Board, and also Mr. Yi’s appointment as chairman of the Audit Committee and as chairman of the Investment and Strategy Committee; and (iii) the termination of the Securities and Exchange Commission examination.  The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated in this Item 7.01 by reference.

Item 8.01 Other Events.
 
Termination of Securities and Exchange Commission Examination

As previously disclosed on the Company’s Quarterly Report on Form 10-Q filed on August 14, 2018, the Company was notified in July of 2018 by the Securities and Exchange Commission (the “SEC”) that the SEC had issued an Order Directing Examination and Designating Officers Pursuant to Section 8(e) of the Securities Act of 1933 with respect to the following registration statements: (i) a Form S-8 filed on July 19, 2017 (File No. 333-219357); (ii) a Form S-3 filed January 5, 2018, and amended February 7, 2018 (File No. 333-222450); and (iii) a Form S-3 filed on July 10, 2018 (File No. 333-226111) (collectively, the “Registration Statements”).  On October 22, 2018, the Company was notified by the SEC staff that the SEC had terminated the Section 8(e) examination with respect to the Registration Statements.  The previously disclosed SEC investigation associated with the subpoena received April 9, 2018 is still ongoing and the Company has been cooperating in that investigation.
 
Item 9.01.  Financial Statements and Exhibits.
 
(d)  Exhibits.
 
The following exhibit is furnished herewith:

 
Exhibit
Number
Description
SIGNATURE

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: October 23, 2018






 EX-99.1 2 ex99x1.htm EXHIBIT 99.1
Exhibit 99.1
 
 
 

Riot Blockchain, Inc. Press Release

SEC Terminates its Section 8(e) Examination and Riot Announces Board Changes

CASTLE ROCK, Colo., October 23, 2018 — Riot Blockchain, Inc. (NASDAQ: RIOT) (the “Company”), an industry leader in Blockchain technology and cryptocurrency mining today announced the termination of the Securities and Exchange Commission (“SEC”) Examination previously reported by the Company earlier this year and changes to its Board of Directors (the “Board”).

Termination of Securities and Exchange Commission Examination

The Company announced today that it has received written notification from the SEC that the SEC has terminated its examination under Section 8(e) of certain of the Company’s registration statements, which the Company had previously announced earlier this year.  The previously disclosed separate SEC investigation associated with the subpoena received April 9, 2018 is still ongoing, and the Company has been cooperating with the SEC in that investigation.

Changes to Board of Directors

The Company today also announced the appointment of Mr. Benjamin Yi to the Board, where he will serve as chairman of the Company’s Audit Committee and chairman of the Investment and Strategy Committee.  The Company is pleased to announce the appointment of Mr. Yi, who is a CFA charter holder and holds a Master of Finance degree from the Rotman School of Management at the University of Toronto, to the Board, as he brings over a decade of dedicated financial markets experience to the Company, and will leverage his expertise in capital markets and corporate development to continue to drive the growth of the Company. Mr. Yi previously served as an independent director of PetroMaroc Corporation plc, as a member of the board and as a member of the Audit Committee of Android Industries, LLC, and as an independent director and member of the Audit Committee of Woulfe Mining Corporation where he also served as the chairman of the Audit Committee for a period of time.

The Company today notes the resignation of Mr. Andrew Kaplan from the Board and his resignation from his position as chairman of the Investment and Strategy Committee and as chairman of the Nominating and Corporate Governance Committee, effective as of October 22, 2018.  Mr. Kaplan’s resignation from the Board is by mutual agreement between Mr. Kaplan and the Company and is not due to any disagreement with the Company.

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-Q for the period ended June 30, 2018 filed with the SEC on August 14, 2018 and in Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on April 17, 2018, as amended as of April 30, 2018 and June 29, 2018. 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. The Private Securities Litigation Reform Act of 1995 has established that these statements qualify for safe harbors from liability. 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 https://www.sec.gov/. The parties do not undertake any obligation to update forward-looking statements contained in this press release.

Media Contacts

PR@RiotBlockchain.com

Investor Contact
 
IR@RiotBlockchain.com