Item 3.02 – Unregistered Sales of Equity Securities.
The information in Item 8.01 of this Current Report on Form 8-K (this “Report”) below is incorporated by reference into this Item 3.02 of this Report.
Item 7.01 – Regulation FD Disclosure.
On July 23, 2024, Riot Platforms, Inc. (together with its consolidated subsidiaries, “Riot”) issued a press release (the “Press Release”) and investor presentation (the “Presentation”) announcing Riot’s acquisition of Block Mining, Inc., as described in Item 8.01 of this Report. Copies of the Press Release and Presentation are furnished as Exhibit 99.1 and 99.2, respectively, to this Report and are available on Riot’s website, www.riotplatforms.com, under the “Investor Relations” tab.
The information furnished pursuant to this Section 7.01 of this Report, including the Press Release and the Presentation attached as Exhibits 99.1 and 99.2 hereto, respectively, is furnished, only, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to liability under that Section, and shall not be incorporated into any filing under the Securities Act of 1933, as amended, (the “Securities Act”) or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 8.01 – Other Events.
On July 23, 2024, Riot completed a transaction to acquire Block Mining, Inc. (“Block”), a Kentucky-based vertically-integrated Bitcoin miner, for an aggregate purchase price at closing of $92.5 million (the “Acquisition”), consisting of approximately $18.5 million in cash and 7,240,623 shares of Riot’s common stock, no par value per share, (“Shares”) issuable to the sellers in connection with closing, at $10.22 per Share (calculated based on the twenty-trading-day volume-weighted average price (“VWAP”) of the Shares as of July 18, 2024). Following closing, the sellers may also be entitled to receive a maximum of $32.5 million in additional earn-out payments in connection with the Acquisition, subject to the satisfaction of certain milestones related to executing the additional power purchase agreements to add additional power capacity for Bitcoin mining in Kentucky for the 2024 and 2025 calendar years. Such earn-out payments may be payable in the form of cash, Shares, or a mixture of cash and Shares, at the sellers’ election, with the number of Shares to be issued (if any) calculated based on the twenty-trading-day VWAP of the Shares as of the date such earn-out payments are determined.
The issuance of Shares in connection with the Acquisition will be made in accordance with the terms and subject to the conditions set forth in the Acquisition agreement and in reliance on the private offering exemption of Section 4(a)(2) of the Securities Act and/or the private offering safe harbor provision of Rule 506 of Regulation D promulgated thereunder. The issuance and sale of the Shares is not being conducted in connection with a public offering, and no public solicitation or advertisement will be made or relied upon in connection with the issuance of the Shares.
Cautionary Note Regarding Forward Looking Statements
This Report, the Press Release attached as Exhibit 99.1 hereto, and the Presentation attached as Exhibit 99.2, as well as the documents referenced herein and therein, contain forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 (the “PSLRA”), which reflect our management’s opinions, expectations, beliefs, and assumptions regarding future events as of the time they are made, based on information then available to management. Riot may also make forward-looking statements in the other reports and documents filed with the SEC, including those documents and filings incorporated herein by reference. All statements in this Report, the Press Release attached as Exhibit 99.1 hereto, and the Presentation attached as Exhibit 99.2, as well as the documents referenced herein and therein, other than statements of historical fact, are “forward-looking statements” within the scope of this cautionary note and the PSLRA, including, but not limited to, statements concerning: our plans, strategies and objectives for future operations; new equipment, systems, technologies, services, or developments; future economic conditions, performance, or outlooks; future political conditions; the outcome of contingencies; potential acquisitions or divestitures; the number and value of Bitcoin rewards and transaction fees we earn from our Bitcoin mining operations; expected cash flows or capital expenditures; our beliefs or expectations; activities, events, or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing. Forward-looking statements may be identified by their use of forward-looking terminology, such as “believes,” “expects,” “may,” “should,” “would,” “will,” “intends,” “plans,” “estimates,” “anticipates,” “projects,” and similar words or expressions;