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 (this "Report") and is incorporated into this Report by reference.
Item 2.02 - Results of Operations and Financial Condition.
On
The information provided under this Item 2.02, including the exhibit, is being furnished by the Corporation and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth in any such filing.
Item 7.01 - Regulation FD Disclosure.
On
About
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
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 ofMay 6, 2020 . 99.1 Press Release, issued byRiot Blockchain, Inc. onMay 11, 2020 (furnished pursuant to Item 2.02 of this Current Report on Form 8-K).* 99.2 Press Release, issued byRiot Blockchain, Inc. onMay 7, 2020 (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:May 12, 2020
© Edgar Online, source