Item 1.01 - Entry Into a Material Definitive Agreement.
On
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.01 - Completion of Acquisition or Disposition of Assets.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01 of this Current Report on Form 8-K.
Item 8.01 - Other Events.
On
AboutRiot Blockchain
Information reported in this Current Report on Form 8-K is limited to the scope of the information reportable under a Current Report on Form 8-K under the rules and regulations of the Commission. Please refer to the additional information concerning the Corporation referenced in the following notices and safe harbor provision for material risks and other uncertainties.
Investor Notice
An investment in the Corporation's common stock involves a high degree of risk,
and an investor should only purchase the Corporation's securities if he or she
can afford to suffer the loss of his or her entire investment. In determining
whether to purchase the Corporation's common stock, an investor should carefully
consider all of the material risks described in this Current Report on Form 8-K
below, together with the factors described under Item 1A under the heading "Risk
Factors" in our most recent Annual Report on Form 10-K for the year ended
In connection with the purchase of the Bitmain Antminer S17 Pro digital currency miners described in Item 1.01 above, the Corporation has identified the following risk factors which, if the come to pass, may have a negative impact on our business and the results of our operations:
We have expended significant cash resources in connection with the acquisition of new more efficient mining equipment; however, we may never become profitable even with this new mining equipment.
Our primary operations are at our digital currency mining facility in
Our mining operating costs may outpace our mining revenues, which could seriously harm our business or increase our losses; our investment in these new Antminer S17 Pro digital currency miners is significant and there is no guarantee that we will recoup our investment.
Our mining operations are costly, and we expect our expenses may increase in the future. Our expenses may be greater than we anticipate, and our investments to make our business more efficient may not succeed and may outpace monetization efforts. Despite projected increased hash rates and power efficiency projections for our new Antminer S17 Pro digital currency miners, our mining operating costs may continue to outpace our mining revenues if the trading price of bitcoin does not rebound. Increases in our costs without a corresponding increase in our revenue would increase our losses and could seriously harm our business and financial performance.
Political and economic uncertainty may delay or otherwise prevent the delivery of our new Antminer S17 Pro digital currency miners, which could materially and adversely affect our business and results of operations.
Continuing political and global macroeconomic uncertainty, including escalating
trade disputes between
We have little control over the timely delivery of our new Antminer S17 Pro digital currency miners and delays may negatively impact our projections.
The terms of our agreement with Bitmain do not provide assurance of timely
delivery of our new Antminer S17 Pro digital currency miners and we may not be
able to deploy them in our
The primary digital currency for which we mine, bitcoin, is subject to halving; the digital currency reward for successfully uncovering a block will halve several times in the future and their value may not adjust to compensate us for the reduction in the rewards we receive from our mining efforts, which may negatively affect our projections.
Halving is a process designed to control the overall supply and reduce the risk
of inflation in cryptocurrencies using a Proof-of-Work consensus algorithm. At a
predetermined block, the mining reward is cut in half, hence the term "halving."
For bitcoin, the reward was initially set at 50 bitcoin currency rewards per
block and this was cut in half to 25 in
While bitcoin prices have had a history of price fluctuations around the halving of their respective digital currency rewards, there is no guarantee that the price change will be favorable or would compensate for the reduction in mining reward. Our projections for the return on our investment in these new Antiminer S17 Pro digital currency miners accounts for these anticipated halving events, but our projections may not be accurate. For instance, the halving event may occur sooner than anticipated, or a corresponding and proportionate increase in the trading price of these digital currencies may not follow these anticipated halving events. In such event, our projections would be inaccurate and the revenue we earn from our mining operations would be less than our projections, which would have a material adverse effect on our business and operations.
Nonconforming delivery or failed implementation of our new Antminer S17 Pro digital currency miners could negatively impact our business.
Our investment in our 3,000 new Bitmain Antminer S17 Pro digital currency miners
anticipates prompt delivery of conforming miners and the rapid roll out of these
new miners once they are delivered; however, we cannot guarantee that conforming
and timely delivery, or successful integration of the new miners once they are
delivered, will occur. Bitmain may be delayed in its delivery of our new miners,
we may encounter latent technical issues with the new miners once they are
delivered, or we may discover that our
Safe Harbor
The information provided in this report may include forward -looking statements
relating to future events or the future financial performance of the
Corporation. 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 Corporation 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 report relating to the Corporation
may be found in the Corporation's periodic filings with the Commission,
including the factors described in the sections entitled "Risk Factors", copies
of which may be obtained from the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description Number 10.1† Sale and Purchase Agreement by and betweenBitmaintech PTE, LTD. andRiot Blockchain, Inc. dated as ofDecember 2, 2019 . 99.1 Press Release, issued byRiot Blockchain, Inc. onDecember 4, 2019 (furnished pursuant to Item 8.01 of this Current Report on Form 8-K).*
† Portions of this exhibit have been omitted as confidential information.
*The information contained in this Press Release is furnished but not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
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 BLOCKCHAIN, INC. By: /s/Jeffrey McGonegal Jeffrey McGonegal Chief Executive Officer Date:December 4, 2019
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