Item 8.01. Other Events.

On December 1, 2021, Riot Blockchain, Inc. ("Riot," "us," "we," "our" or the "Company") filed a prospectus supplement (the "Prospectus Supplement") to its effective shelf registration on Form S-3, previously filed with the Securities and Exchange Commission on August 31, 2021 (File No. 333-259212) to register the resale of up to 645,248 shares of Riot's common stock, no par value per share, ("Common Stock") by the former owners of Ferrie Franzmann Industries, LLC (d/b/a ESS Metron) ("ESS Metron"). The shares of Common Stock were originally issued to the former owners of ESS Metron in connection with the Company's acquisition of all of the issued and outstanding equity interests of ESS Metron on December 1, 2021.

This current report on Form 8-K is being filed solely for the purpose of filing the opinion of Lewis, Roca, Rothgerber, Christie, LLP relating to the validity of the shares of Common Stock registered pursuant to the Prospectus Supplement, which opinion is attached as Exhibit 5.1 hereto.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit Number     Description
5.1                  Opinion of Lewis, Roca, Rothgerber, Christie, LLP
23.1                 Consent of Lewis, Roca, Rothgerber, Christie, LLP (contained in
                   Exhibit 5.1)
104                Cover Page Interactive Data File (embedded within the Inline XBRL
                   document).















                               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 Financial Officer


Date: December 1, 2021

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