What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-03-02 compared with 2022-03-16 · 16 added, 34 removed, 9 unchanged (85% of the section changed)

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Our common stock trades on the Nasdaq Capital Market under the

symbol “RIOT”.

Our common stock trades on the Nasdaq Capital Market under the symbol “RIOT”.

Holders of our Common Stock

As of March 8, 2022, there were approximately 841 holders of

record of our common stock.

The actual number of stockholders is greater than this number of record holders and includes stockholders

who are beneficial owners but whose shares are held in street name by brokers and other nominees.

As of March 1, 2023, there were approximately 1,253 holders of record of our common stock.

The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

Dividend Policy

We have historically not declared or paid cash dividends on our

capital stock.

Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board

of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions,

capital requirements, business prospects, and other factors our board of directors may deem relevant.

We have historically not declared or paid cash dividends on our capital stock.

Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects, and other factors our board of directors may deem relevant.

Stock Performance Graph

This performance graph shall not be deemed

“filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Riot Blockchain, Inc.

This performance graph shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of Riot Platforms, Inc.

under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The following graph shows a comparison, from

January 1, 2017 through December 31, 2021, of the cumulative total return on our common stock, the Nasdaq Composite Index and the Russell

Due to the infancy of our industry, we have not compared our performance against a self-constructed peer group or used a Published

Industry Index.

The following graph shows a comparison over a five year period from December 31, 2017 through December 31, 2022, of the cumulative total return on our common stock, the Nasdaq Composite Index and the Russell 2000 Index.

Due to the infancy of our industry, we have not compared our performance against a self-constructed peer group or used a Published Industry Index.

Such returns are based on historical results and are not intended to suggest future performance.

Data for the Nasdaq Composite

Index and the Russell 2000 Index assumes an investment of $100 on December 31, 2016 and reinvestment of dividends.

We have historically

not declared or paid cash dividends on our common stock .

Data for the Nasdaq Composite Index and the Russell 2000 Index assumes an investment of $100 on December 31, 2017 and reinvestment of dividends.

We have historically not declared or paid cash dividends on our common stock .

Recent Sales of Unregistered Securities

On December 1, 2021, we issued 715,413 shares of our

common stock, subject to a holdback of 70,165 shares to the sellers in connection with the ESS Metron Acquisition.

The shares of common

stock in connection with the ESS Metron Acquisition were issued in reliance upon an exemption from registration provided by Section 4(a)(2)

of the Securities Act.

Subsequently, we registered for resale the 645,248 shares issued to the sellers at the closing of the ESS Metron

On May 26, 2021, at the closing of the Whinstone Acquisition,

we issued 11.8 million shares of our common stock to Northern Data in exchange for all of the issued and outstanding equity interests

of Whinstone.

On December 1, 2021, we issued 715,413 shares of our common stock, subject to a holdback of 70,165 shares to the sellers in connection with the ESS Metron Acquisition.

The shares of common stock in connection with the ESS Metron Acquisition were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

Subsequently, we registered for resale the 645,248 shares issued to the sellers at the closing of the ESS Metron Acquisition.

On May 26, 2021, at the closing of the Whinstone Acquisition, we issued 11.8 million shares of our common stock to Northern Data in exchange for all of the issued and outstanding equity interests of Whinstone.

These shares were issued in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act.

Subsequently, we registered the shares issued to Northern Data for resale pursuant to registration rights granted under the shareholders’

agreement we entered into with Northern Data in connection with closing of the Whinstone Acquisition.

Subsequently, we registered the shares issued to Northern Data for resale pursuant to registration rights granted under the shareholders’ agreement we entered into with Northern Data in connection with closing of the Whinstone Acquisition.

Not applicable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity