UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 20, 2017 (October 16, 2017)
Riot Blockchain, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
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001-33675
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84-1553387
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification Number)
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834-F South Perry Street, Suite 443
Castle Rock, CO 80104
(Address of principal executive offices) (zip code)
(303) 794-2000
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Copies to:
Harvey Kesner, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Phone: (212) 930-9700
Fax: (212) 930-9725
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 of this chapter).
Emerging growth company [_]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]
On October 16, 2017, Riot Blockchain, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) with Tess Inc., a private Ontario company (“TESS”). Pursuant to the Purchase Agreement, upon satisfaction of certain closing conditions, TESS agreed to issue 2,708,333 shares of TESS’ common stock to the Company and the Company agreed to pay $320,000 in cash and to issue 75,000 shares of the Company’s restricted common stock to TESS (the transaction, the “TESS Acquisition”). After giving effect to the TESS Acquisition, the Company is expected to become a holder of approximately 52% of the issued and outstanding capital stock of TESS, resulting in TESS becoming a majority-owned subsidiary of the Company.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Purchase Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2017.
Item 3.02 Unregistered Sales of Equity Securities.
See Items 1.01 of this Current Report on Form 8-K.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RIOT BLOCKCHAIN, INC.
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Dated: October 20, 2017
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By:
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/s/ Jeffrey G. McGonegal
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Name: Jeffrey G. McGonegal
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Title: Chief Financial Officer
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