Item 1.01 - Entry into a Material Definitive Agreement.
The Placement Shares will be offered and sold under the Company's effective
Registration Statement on Form S-3 (File No. 333-259212) filed with the
Under the Sales Agreement, we may from time to time deliver placement notices to
the Agents designating the number of Placement Shares and the minimum price per
share thereof to be offered. However, subject to the terms and conditions of the
Sales Agreement, the Agents are not required to sell any specific number or
dollar amount of Placement Shares but will act as Agent using their commercially
reasonable efforts consistent with their normal trading and sales practices and
applicable state and federal laws, rules and regulations and the rules of the
We will pay the Agents a commission of up to 3.0% of the gross sales price of the shares of the Placement Shares sold under the Sales Agreement, and we have also agreed to reimburse the Agents for certain expenses under the Sales Agreement. We made certain customary representations, warranties and covenants concerning the Company and the Placement Shares in the Sales Agreement and also agreed to indemnify the Agents against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended, as set forth in the Sales Agreement.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 8.01 - Other Events.
On
Item 9.01- Financial Statements and Exhibits.
(d) Exhibits. 1.1* Sales Agreement, dated as ofMarch 31, 2022 , by and amongRiot Blockchain, Inc. and its sales agents,Cantor Fitzgerald & Co. ,B. Riley Securities, Inc. ,BTIG, LLC ,Roth Capital Partners, LLC ,D.A. Davidson & Co. ,Macquarie Capital (USA) Inc. , andNorthland Securities, Inc. 5.1 Opinion of counsel ofLewis Roca Rothgerber Christie LLP . 23.1 Consent ofLewis Roca Rothgerber Christie LLP (contained in Exhibit 5.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Certain schedules and similar amendments have been omitted pursuant to Item
601(a)(5) of Regulation S-K.
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 Name :Jeffrey McGonegal Title: Chief Financial Officer
Date:
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