Prospectus Supplement (to Prospectus dated May 2, 2019) | Filed Pursuant to Rule 424(b)(5) |
Registration No. 333-226111 |
Prospectus Supplement | ||||
Page | ||||
ABOUT THIS PROSPECTUS SUPPLEMENT | i | |||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | ii | |||
SUMMARY | S-1 | |||
RISK FACTORS | S-2 | |||
USE OF PROCEEDS | S-34 | |||
DILUTION | S-35 | |||
PLAN OF DISTRIBUTION | S-36 | |||
DESCRIPTION OF COMMON STOCK | S-37 | |||
LEGAL MATTERS | S-37 | |||
EXPERTS | S-37 | |||
WHERE YOU CAN FIND MORE INFORMATION | S-38 | |||
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE | S-38 |
Prospectus | Page | |||
ABOUT THIS PROSPECTUS | 1 | |||
SUMMARY | 2 | |||
ABOUT RIOT BLOCKCHAIN | 2 | |||
RISK FACTORS | 11 | |||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 16 | |||
RATIO OF EARNINGS TO FIXED CHARGES | 16 | |||
USE OF PROCEEDS | 16 | |||
DESCRIPTION OF COMMON STOCK | 17 | |||
DESCRIPTION OF PREFERRED STOCK | 17 | |||
DESCRIPTION OF WARRANTS | 18 | |||
DESCRIPTION OF UNITS | 19 | |||
PLAN OF DISTRIBUTION | 19 | |||
LEGAL MATTERS | 22 | |||
EXPERTS | 22 | |||
WHERE YOU CAN FIND MORE INFORMATION | 22 | |||
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 23 |
Issuer | Riot Blockchain, Inc. | |
NASDAQ Symbol for Our Common Stock | RIOT | |
Common Stock Offered by Us | Up to $100,000,000 of shares of our common stock. | |
Form of Offering | The Sales Agent may, according to the terms of the Offering Agreement, sell the shares of our common stock offered under this prospectus supplement in an “at-the-market” offering for a maximum aggregate initial sales price of $100,000,000. | |
Use of Proceeds | We intend to use the net proceeds from issuances and sales of our common stock through the Sales Agent, and under any terms agreement, for working capital, capital expenditures and other general corporate purposes, which may include the repayment and refinancing of debt. See “Use of Proceeds” and “Risk Factors.” | |
Transfer Agent and Registrar | The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc., Denver, Colorado. | |
Risk Factors | An investment in our common stock involves certain risks. We urge you to carefully consider all of the information described in the section entitled “Risk Factors” beginning on page S-2 of this prospectus supplement and the risk factors incorporated by reference from our filings with the SEC. |
● | price and volume fluctuations in the overall stock market from time to time; |
● | changes in the market valuations, stock market prices and trading volumes of similar companies; |
● | actual or anticipated changes in our net loss or fluctuations in our operating results or in the expectations of securities analysts; |
● | the issuance of new equity securities pursuant to a future offering, including potential issuances of preferred stock; |
● | general economic conditions and trends; |
● | positive and negative events relating to the overall blockchain and crypto mining sector; |
● | major catastrophic events; |
● | sales of large blocks of our stock; |
● | additions or departures of key personnel; |
● | changes in the regulatory status of cryptocurrencies, cryptocurrency exchanges, and miners of cryptocurrencies; |
● | positive and negative changes in relationships with our service providers for our proposed RiotX exchange; |
● | announcements of new products or technologies, commercial relationships or other events by us or our competitors; |
● | regulatory developments in the United States and other countries; |
● | failure of our common stock to maintain their listing on the NASDAQ markets or other national market system; |
● | changes in accounting principles; and |
● | discussion of us or our stock price by the financial and scientific press and in online investor communities. |
(i) | the inability to maintain sufficient liquidity throughout a filing; |
(ii) | the increased costs and expenses related to a bankruptcy filing; |
(iii) | the ability to manage contracts that are critical for operations and to obtain and maintain appropriate terms with customers, suppliers and service providers; |
(iv) | the ability to develop, confirm and consummate a plan of reorganization; |
(v) | the ability of third parties to seek and obtain court approval to terminate or shorten the exclusivity period for us to propose and confirm a plan of reorganization, to appoint a trustee, or to convert a proceeding under Chapter 11 of the U.S. Bankruptcy Code to a proceeding under Chapter 11 of the U.S. Bankruptcy Code; |
(vi) | the ability of the Company to continue as a going concern; and |
(vii) | the ability of the Company to obtain bankruptcy court approval with respect to motions and legal proceedings in general. |
· the presence of construction or repair defects or other structural or building damage; |
· any noncompliance with or liabilities under applicable environmental, health or safety regulations or requirements or building permit requirements; |
· any damage resulting from natural disasters, such as hurricanes, earthquakes, fires, floods and windstorms; and |
· claims by employees and others for injuries sustained at our properties. |
· continued worldwide growth in the adoption and use of digital currencies as a medium to exchange; |
· governmental and quasi-governmental regulation of digital currencies and their use, or restrictions on or regulation of access to and operation of the network or similar digital currency systems; |
· changes in consumer demographics and public tastes and preferences; |
· the maintenance and development of the open-source software protocol of the network; |
· the increased consolidation of contributors to the bitcoin blockchain through mining pools; |
· the availability and popularity of other forms or methods of buying and selling goods and services, including new means of using fiat currencies; |
· the use of the networks supporting digital currencies for developing smart contracts and distributed applications; |
· general economic conditions and the regulatory environment relating to digital assets; and |
· negative consumer sentiment and perception of bitcoin specifically and digital currencies generally. |
The outcome of these factors could have negative effects on our ability to continue as a going concern or to pursue our business strategy at all, which could have a material adverse effect on our business, prospects or operations as well as potentially negative effect on the value of any bitcoin or other digital currencies we mine or otherwise acquire or hold for our own account, which would harm investors in our securities.
· actual or anticipated fluctuations in our financial condition and operating results or those of companies perceived to be similar to us; |
· actual or anticipated changes in our growth rate relative to our competitors; |
· commercial success and market acceptance of blockchain and bitcoin and other digital currencies; |
· actions by our competitors, such as new business initiatives, acquisitions and divestitures; |
· strategic transactions undertaken by us; |
· additions or departures of key personnel; |
· prevailing economic conditions; |
· disputes concerning our intellectual property or other proprietary rights; |
· sales of our common stock by our officers, directors or significant stockholders; |
· other actions taken by our stockholders; |
· future sales or issuances of equity or debt securities by us; |
· business disruptions caused by earthquakes, tornadoes or other natural disasters; |
· issuance of new or changed securities analysts' reports or recommendations regarding us; |
· legal proceedings involving our company, our industry or both; |
· changes in market valuations of companies similar to ours; |
· the prospects of the industry in which we operate; |
· speculation or reports by the press or investment community with respect to us or our industry in general; |
· the level of short interest in our stock; and |
· other risks, uncertainties and factors described in this annual report. |
In addition, the stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of the issuer. These broad market fluctuations may negatively impact the price or liquidity of our common stock. When the price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the issuer, and we have been impacted in that way. See Item 3 – Legal Proceedings, “We, and some of our current and former officers and directors, have been named as parties to various lawsuits arising out of, or related to, allegedly false and misleading statements made in prior securities filings, and those lawsuits could adversely affect us, require significant management time and attention, result in significant legal expenses or damages, and cause our business, financial condition, results of operations and cash flows to suffer.”
Assumed Public offering price per share | $ | 3.27 | ||||||
Net tangible book value (deficit) per share as of March 31, 2019, as adjusted | $ | (0.17 | ) | |||||
Increase per share attributable to this offering, as adjusted | $ | 2.17 | ||||||
As adjusted net tangible book value per share as of March 31, 2019 after this offering, as adjusted | $ | 2.00 | ||||||
Dilution per share to new investors participating in this offering, as adjusted | $ | 1.27 |
· | The exercise of outstanding warrants to purchase 1,908,144 shares of our common stock at an exercise price of $1.94 per share held by the investors in the January 28, 2019 private placement discussed above, which warrants may not be exercised by the investors until July 29, 2019; |
· | The exercise of outstanding warrants to purchase 1,646,113 shares of our common stock at an exercise price of $40.00 per share held by the investors in the December 21, 2017 private placement; |
· | The exercise of outstanding warrants to purchase 20,000 shares of our common stock at an exercise price of $3.50 per share held by the investors in the March 10, 2017 private placement; and |
· | 297,603 shares of restricted common stock issuable under the Company’s 2017 Equity Incentive Plan of which 264,061 are vested and 33,542 remain unvested subject to regular vesting schedules; |
· | 62,000 shares of our common stock issuable under the Company’s 2017 Equity Incentive Plan upon the exercise of options to purchase our common stock, all of which are vested. |
· | Annual Report on Form 10-K for the year ended December 31, 2018, filed on April 2, 2019 pursuant to Rule 12b-25 extension, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A, filed on April 23, 2019; |
· | Definitive Proxy Statement and definitive additional materials on Schedule 14A filed on March 26, 2018, April 2, 2018, May 8, 2018, May 14, 2018, and June 8, 2018; |
· | Quarterly Report on Form 10-Q for the period ended March 31, 2019, filed on May 10, 2019. |
· | Current Reports on Form 8-K or Form 8-K/A (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on February 1, 2019, February 11, 2019, February 22, 2019, March 20, 2019, April 4, 2019, May 3, 2019, and May 24, 2019; |
· | The description of our common stock contained in our registration statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act on August 27, 2007, including any amendment or report filed for the purpose of updating that description. |
PROSPECTUS
$100,000,000
RIOT BLOCKCHAIN, INC.
Common Stock
Preferred Stock
Warrants
Units
Table of Contents
Page | |
ABOUT THIS PROSPECTUS | 1 |
SUMMARY | 2 |
ABOUT RIOT BLOCKCHAIN | 2 |
RISK FACTORS | 11 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS | 15 |
RATIO OF EARNINGS TO FIXED CHARGES | 16 |
USE OF PROCEEDS | 16 |
DESCRIPTION OF COMMON STOCK | 16 |
DESCRIPTION OF PREFERRED STOCK | 16 |
DESCRIPTION OF WARRANTS | 19 |
DESCRIPTION OF UNITS | 20 |
PLAN OF DISTRIBUTION | 20 |
LEGAL MATTERS | 22 |
EXPERTS | 22 |
WHERE YOU CAN FIND MORE INFORMATION | 22 |
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE | 23 |
• | Variable consideration |
• | Constraining estimates of variable consideration |
• | The existence of a significant financing component in the contract |
• | Noncash consideration |
• | Consideration payable to a customer |
General
We are authorized to issue 170,000,000 shares of common stock, at no par value per share.
Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a third of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the holders of a majority of the Company’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.
Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is Corporate Stock Transfer, Inc., Denver, Colorado.
Listing
Our common stock is currently traded on the NASDAQ Capital Market under the symbol “RIOT.”
DESCRIPTION OF PREFERRED STOCK
General
The Company’s articles of incorporation authorize the issuance of 15,000,000 shares of “blank check” preferred stock, no par value per share, in one or more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.
Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of stockholders unless such authorization is required by applicable law, the rules of the NASDAQ Capital Market or other securities exchange or market on which our stock is then listed or admitted to trading.
Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company.
A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:
·
the title and stated or par value of the preferred stock;
·
the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;
·
the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
·
whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
·
the provisions for a sinking fund, if any, for the preferred stock;
·
any voting rights of the preferred stock;
·
the provisions for redemption, if applicable, of the preferred stock;
·
any listing of the preferred stock on any securities exchange;
·
the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period;
·
if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
·
any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
The terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received by the holders of preferred stock would be subject to adjustment.
Series B Preferred Stock
We may issue warrants for the purchase of preferred stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock, and may be attached to or separate from any offered securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the securities warrants is not complete. You should refer to the securities warrant agreement, including the forms of securities warrant certificate representing the securities warrants, relating to the specific securities warrants being offered for the complete terms of the securities warrant agreement and the securities warrants. The securities warrant agreement, together with the terms of the securities warrant certificate and securities warrants, will be filed with the Securities and Exchange Commission in connection with the offering of the specific warrants.
The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
·
the title of the warrants;
·
the aggregate number of the warrants;
·
the price or prices at which the warrants will be issued;
·
the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
·
if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
·
the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
·
any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
·
the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
·
the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
·
the minimum or maximum amount of the warrants that may be exercised at any one time;
·
information with respect to book-entry procedures, if any;
·
if appropriate, a discussion of Federal income tax consequences; and
·
any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
Warrants for the purchase of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any securities warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred stock purchasable upon exercise, including in the case of securities warrants for the purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.
As specified in the applicable prospectus supplement, we may issue units consisting of shares of common stock, shares of preferred stock or warrants or any combination of such securities.
The applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:
·
the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
·
a description of the terms of any unit agreement governing the units; and
·
a description of the provisions for the payment, settlement, transfer or exchange of the units.
·
the terms of the offering;
·
the names of any underwriters or agents;
·
the name or names of any managing underwriter or underwriters;
·
the purchase price of the securities;
·
any over-allotment options under which underwriters may purchase additional securities from us;
·
the net proceeds from the sale of the securities;
·
any delayed delivery arrangements;
·
any underwriting discounts, commissions and other items constituting underwriters’ compensation;
·
any initial public offering price;
·
any discounts or concessions allowed or reallowed or paid to dealers;
·
any commissions paid to agents; and
·
any securities exchange or market on which the securities may be listed.
Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.
We may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. The terms of any such sales will be described in the prospectus supplement.
Delayed Delivery Contracts
If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer, under which we may offer and sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program, sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions on the NASDAQ Capital Market at market prices, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under the terms of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price agreed upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement or pricing supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement states otherwise, other than our common stock all securities we offer under this prospectus will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or in the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
We file annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our SEC filings are also available on our website, https://ir.riotblockchain.com/under the heading “Investors.” The information on this website is expressly not incorporated by reference into, and does not constitute a part of, this prospectus.
This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act of 1933, as amended. This prospectus does not contain all of the information included in the registration statement, including certain exhibits and schedules. You may obtain the registration statement and exhibits to the registration statement from the SEC at the address listed above or from the SEC’s internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of a registration statement filed with the SEC. The SEC allows us to “incorporate by reference” into this prospectus the information that we file with them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. The following documents are incorporated by reference and made a part of this prospectus:
· | Annual Report on Form 10-K for the year ended December 31, 2018, filed on April 2, 2019 pursuant to Rule 12b-25 extension, as amended by Amendment No. 1 to the Annual Report on Form 10-K/A, filed on April 23, 2019; | |
· | Annual Report on Form 10-K for the year ended December 31, 2017 filed on April 17, 2018 as amended by our annual report on Form 10-K/A filed on April 30, 2018 and our annual report on Form 10-K/A filed on June 29, 2018; | |
· | Definitive Proxy Statement and definitive additional materials on Schedule 14A filed on March 26, 2018, April 2, 2018, May 8, 2018, May 14, 2018, and June 8, 2018; | |
· | Current Reports on Form 8-K or Form 8-K/A (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed on February 01, 2019, February 11, 2019, February 22, 2019, March 20, 2019 and April 4, 2019; | |
· | The description of our common stock contained in our registration statement on Form 8-A filed pursuant to Section 12(b) of the Exchange Act on August 27, 2007, including any amendment or report filed for the purpose of updating that description. |
We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of the initial registration statement but prior to effectiveness of the registration statement and after the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules.
You may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (303) 794-2000 or by writing to us at the following address:
Riot Blockchain, Inc.
202 6th Street, Suite 401
Castle Rock, CO 80104
(303) 794-2000