AND EXCHANGE COMMISSION
to Section 13 or 15(d) of
Securities Exchange Act of 1934
of Report (Date of earliest event reported): February 10, 2020 (February 7, 2020)
name of registrant as specified in its charter)
other jurisdiction of incorporation)
||202 6th Street, Suite 401,
||Castle Rock, CO 80104
||(Address of principal executive offices)
||(Registrant’s telephone number, including area code)
name, former address, and former fiscal year, if changed since last report.)
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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
of each class
of each exchange on which registered|
||NASDAQ Capital Market|
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Compensatory Arrangements of Certain Officers.
as of February 7, 2020, Riot Blockchain, Inc. (“Riot” or the “Company”) and its
Chief Executive Officer and acting Chief Financial Officer, Jeffrey G. McGonegal (the “Executive”) entered
into an Amended and Restated Executive Employment Agreement (the “Amended and Restated McGonegal
Employment Agreement”) pursuant to which the Executive agreed to continue to serve as the Company’s Chief
Executive Officer through February 7, 2021. The Executive will also continue to serve as the Company’s acting Chief
Financial Officer. The Amended and Restated McGonegal Employment Agreement amends and restates in its entirety the former
Executive Employment Agreement by and between the Executive and the Company dated as of February 5, 2019, as previously
reported by the Company on its Current Report on Form 8-K filed on February 11, 2019. According to the terms of the Amended and
Restated McGonegal Employment Agreement, the Executive will receive a prorated annual salary of Three Hundred Thousand
Dollars ($300,000), as well as Two Hundred Nine Thousand Seven Hundred Ninety (209,790) restricted stock units
(“RSUs”), convertible on a one-for-one basis into shares of the Company’s Common Stock. The RSUs
granted pursuant to the Amended and Restated McGonegal Employment Agreement are subject to the terms and conditions of the
Riot Blockchain, Inc. 2019 Equity Incentive Plan (the “Plan”) and vest in four (4) equal quarterly
installments, with each quarterly installment vesting as of the end of each quarter during the term of the Amended and
Employment Agreement. The Company will settle vested RSUs in accordance with the terms of the Amended and Restated McGonegal
Employment Agreement and the Plan.
foregoing description of the Amended and Restated McGonegal Employment Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Amended and Restated McGonegal Employment Agreement, filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated by reference herein.
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.
I G N A T U R E
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.|
||/s/ Jeffrey McGonegal|
||Chief Executive Officer|
February 10, 2020