Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on this evaluation, our management concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of December 31, 2022, due to the material weakness described below.
As further discussed below under “Management’s Report on Internal Control Over Financial Reporting,” management has identified a material weakness in the design of our control pertaining to the proper review of impairment charges associated with our Bitcoin, as further described below, which is a part of our internal control over financial reporting. We have developed a remediation plan for the weakness, which is described below under “Remediation.” As a result of such material weakness, the report of our independent registered public accounting firm for the fiscal year ended December 31, 2022, Marcum LLP, regarding its audit of our internal control over financial reporting as of December 31, 2022, which is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”, expresses an adverse opinion on our internal control over financial reporting as of December 31, 2022.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.
Changes in Internal Control
We periodically review our internal control over financial reporting as part of our efforts to ensure compliance with the requirements of Section 404 of the Sarbanes-Oxley Act. In addition, we routinely review our system of internal control over financial reporting to identify potential changes to our processes and systems that may improve controls and increase efficiency, with the goal of establishing and maintaining an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating the activities of business units, migrating certain processes to our shared services organizations, formalizing policies and procedures, improving segregation of duties and increasing monitoring controls. Other than the changes described above, there have been no changes in our internal control over financial reporting that occurred during the fiscal year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
Management utilized the criteria established in the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to assess the effectiveness of our internal control over financial reporting as of December 31, 2022. Based on this evaluation, management identified the following weakness in internal control over financial reporting as described below:
1) The Company’s control pertaining to the review of its Bitcoin for potential impairment charges was not designed properly. Such control weakness resulted in the Company calculating impairment on a daily basis using a spot price at a standard cutoff time that was not in compliance with the ASC 350-30-35-19 requirement to recognize impairment whenever carrying value exceeds fair value, which effectively calls for the intraday low price to be utilized in calculating impairment.
This material weakness creates a reasonable possibility that a material misstatement to our consolidated financial statements or disclosures would not be prevented or detected on a timely basis.
Our independent registered public accounting firm, Marcum LLP, has issued an audit report on management’s assessment of internal control over financial reporting as of December 31, 2022. The report of Marcum LLP, which expresses an adverse opinion on the Company’s internal control over financial reporting as of December 31, 2022, is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”.
Remediation
Our Board of Directors and management take internal control over financial reporting and the integrity of our financial statements seriously. During the year ended December 31, 2022, the Company completed the process of designing and implementing effective compensating controls that ultimately alleviated the severity of our previously identified material weaknesses in our information technology (IT) environment and related IT-dependent process level controls. Management continues to work to improve its controls related to the material weakness described above. Management will continue to implement measures to remediate the material weakness, such that these controls are designed, implemented, and operating effectively. In order to achieve the timely implementation of the above, Management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing basis.
● Engaging a third-party specialist to assist Management with improving the Company’s overall control environment, focusing on financial reporting controls
● Implementing new applications and systems that are aligned with Management’s focus on creating strong internal controls, as well as complete and accurate financial statements
● Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong SOX and internal control backgrounds.
However, the material weakness in our internal control over financial reporting will not be considered remediated until other process-level controls operate for a sufficient period of time and can be tested and concluded by management to be designed and operating effectively. We cannot provide any assurance that these remediation efforts will be successful or that our internal control over financial reporting will be effective as a result of these efforts. In addition, we continue to evaluate and work to improve our internal control over financial reporting related to the identified material weakness, and Management may determine to take additional measures to address control deficiencies or determine to modify the remediation plan described above.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Stockholders and Board of Directors of
Riot Platforms, Inc.
Adverse Opinion on Internal Control over Financial Reporting
We have audited the Riot Platforms, Inc. and Subsidiaries’ (the "Company") internal control over financial reporting as of December 31, 2022 , based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weakness described in the following paragraph on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. The following material weakness has been identified and included in “ Management's Annual Report on Internal Control Over Financial Reporting”:
● The Company’s control pertaining to the review of its Bitcoin for potential impairment charges was not designed properly. Such control weakness resulted in the Company calculating impairment on a daily basis using a spot price at a standard cutoff time that was not in compliance with the ASC 350-30-35-19 requirement to recognize impairment whenever carrying value exceeds fair value, which effectively calls for the intraday low price to be utilized in calculating impairment.
The material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the fiscal 2022 consolidated financial statements, and this report does not affect our report dated March 2, 2023 on those financial statements.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes, of the Company and our report dated March 2, 2023 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying "Management’s Annual Report on Internal Control Over Financial Reporting". Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
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with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that degree of compliance with the policies or procedures may deteriorate.
/s/ Marcum LLP
Marcum llp
Los Angeles, CA
March 2, 2023
ITEM 9B. OTHER INFORMATION.
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
None.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 is included in our definitive proxy statement for our 2023 annual meeting of stockholders (our “2023 Proxy Statement”), which is expected to be filed within 120 days after the end of our fiscal year ended December 31, 2022.
a) Identification of Directors: The information required by this Item with respect to our directors is incorporated herein by reference to the discussion under the headings “Proposal No. 1: Election of Directors—Information Regarding Directors” in our 2023 Proxy Statement.
b) Identification of Executive Officers: Certain information regarding our executive officers is included in Part I of this Annual Report under the heading “Information about our Executive Officers” in accordance with General Instruction G(3) of Form 10-K.
c) Audit Committee Information; Financial Expert: The information required by this Item with respect to the Audit Committee of our Board of Directors and “audit committee financial experts” is incorporated herein by reference to the discussion under the heading “Committees of the Board of Directors—Audit Committee” in our 2023 Proxy Statement.
d) Delinquent Section 16(a) Reports: Information related to compliance with Section 16(a) of the Exchange Act is incorporated herein by reference to the discussion under the heading “Delinquent Section 16(a) Beneficial Ownership Reports” in our 2023 Proxy Statement.
e) Code of Ethics: All of our directors and employees, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior accounting and financial officers, are required to abide by our Code of Ethics and Business Conduct. Our Code of Ethics and Business Conduct is filed as an exhibit to this Annual Report and is posted on our website at https://www.riotplatforms.com/investors/corporate-governance/governance-documents. We intend to disclose on the Code of Conduct section of our website at https://www.riotplatforms.com/investors/corporate-governance/governance-documents any amendment to, or waiver from, our Code of Ethics and Business Conduct that is required to be disclosed to stockholders, within four business days following such amendment or waiver. The information required by this Item with respect to codes of ethics is incorporated herein by reference to the discussion under the heading “Corporate Governance—Corporate Governance Guidelines, Code of Ethics and Business Conduct, and Committee Charters” in our 2023 Proxy Statement.
f) Policy for Nominees: The information required under Item 407(c)(3) of Regulation S-K is incorporated herein by reference to the discussion under the heading “General Information—When are stockholder proposals due for next year’s annual general meeting?” in our 2023 Proxy Statement concerning procedures by which shareholders may recommend nominees to our Board of Directors. No material changes to those procedures have occurred since the disclosure regarding those procedures in our Proxy Statement for our 2022 annual meeting of stockholders.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item 11 will be provided in the section entitled “Executive Compensation” in our 2023 Proxy Statement and, pursuant to General Instruction G(3) to Form 10-K, is hereby incorporated by reference in this section .
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Except as set forth below regarding securities authorized under our equity compensation plans, the information required to be disclosed by this Item is incorporated into this Annual Report by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” contained in our definitive proxy statement for our 2023 annual meeting of stockholders.
Securities Authorized for Issuance Under Equity Compensation Plans
In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan (“2019 Equity Plan”). The 2019 Equity Plan authorizes the granting of stock-based compensation awards to directors, employees, and consultants in the form of RSAs or
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stock options that settled in shares of the Company’s common stock upon vesting. 3.6 million shares of common stock were initially reserved for issuance, under the 2019 Equity Plan.
In November 2020, the Company’s stockholders approved the First Amendment to the 2019 Equity Plan, which increased the shares of common stock reserved for issuance by 3.5 million shares.
In October 2021, the Company’s stockholders approved the Second Amendment to the 2019 Equity Plan, which increased the shares of common stock reserved for issuance by 4.4 million shares.
In July 2022, the Company’s stockholders approved the Third Amendment to the 2019 Equity Plan, which increased the shares of common stock reserved for issuance by 10.0 million shares.
As of December 31, 2022, the Company had 2,895,000 shares of common stock reserved for issuance under the 2019 Equity Plan.
The following table provides information as of December 31, 2022, about the shares of common stock that may be issued upon the vesting of performance and non-performance based restricted common stock under the 2019 Plan:
Number of
securities to be
issued
upon exercise of
outstanding
Weighted
Number of
options and
average exercise
securities
restricted
price of
remaining
common
outstanding
available for
Plan Category
stock
options
future issuance
Equity compensation plans approved by security holders
—
$
—
2,895,000
Equity compensation plans not approved by security holders
—
—
—
Total
—
$
—
2,895,000
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 will be provided in the section entitled “Certain Relationships and Related-Party Transactions” in our 2023 Proxy Statement and, pursuant to General instruction G(3) to Form 10-K, is hereby incorporated by reference in this section.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 will be provided in the section entitled “Fees to Independent Auditors” in our 2023 Proxy Statement and, pursuant to General Instruction G(3) to Form 10-K, is hereby incorporated by reference in this section .
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.
We have filed the following documents as part of this Annual Report:
1.
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB 00 688 ); Marcum LLP , Los Angeles, CA
F-1
Consolidated Balance Sheets as of December 31, 2022 and 2021
F-3
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-4
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020
F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020
F-8
Notes to Consolidated Financial Statements
F-10
2.
Financial Statement Schedules
All schedules are omitted because they are not applicable, not required, or the information has been otherwise included in the consolidated financial statements or notes to consolidated financial statements.
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3.
Index of Exhibits
Exhibit
Description
Location
2.
Plan of acquisition, reorganization, arrangement, liquidation, or succession.
2.1
Plan of Merger, dated effective as of December 30, 2022, by and between Riot Blockchain, Inc. and Riot Platforms, Inc.
Exhibit 2.1 of the Current Report on Form 8-K filed January 3, 2023.
3.
Certificate of Incorporation and Bylaws.
3.1
Articles of Incorporation filed September 20, 2017.
Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017.
3.2
Articles of Merger between Bioptix, Inc., and Riot Blockchain, Inc.
Exhibit 3.1 of the Current Report on Form 8-K filed October 4, 2017.
3.3
Bylaws effective September 20, 2017.
Exhibit 3.2 of the Current Report on Form 8-K filed September 25, 2017.
3.4
Amendment to Bylaws effective March 9, 2018.
Exhibit 3.1 of the Current Report on Form 8-K filed March 12, 2018.
3.5
Amendment to the Articles of Incorporation of Riot Blockchain, Inc. dated November 21, 2022.
Exhibit 3.1 of the Current Report on Form 8-K filed November 23, 2022.
3.6
Articles of Merger between Riot Blockchain, Inc. and Riot Platforms, Inc.
Exhibit 3.1 of the Current Report on Form 8-K filed January 3, 2023.
4.
Instruments Defining the Rights of Security Holders, Including Indentures.
4.1
Certificate of Designations, Preferences and Rights of the 0% Series B Convertible Preferred Stock of the Company.
Exhibit 3.1 of the Current Report on Form 8-K filed November 3, 2017.
4.2
Amendment to Certificate of Designation of 0% Series B Convertible Preferred Stock of the Company.
Exhibit 3.1 of the Current Report on Form 8-K filed December 21, 2017.
4.3 +
2017 Equity Incentive Plan, as amended.
Appendix E to the Definitive Proxy Statement on Schedule DEF14A filed July 10, 2017, as amended ; Definitive Proxy Statement on Schedule DEF14A filed March 26, 2018 ; and Schedule DEFA14A filed April 2, 2018 .
4.4 +
Riot Blockchain, Inc. 2019 Equity Incentive Plan.
Appendix A to the Definitive Proxy Statement on Schedule DEF14A filed September 20, 2019.
4.5 +
Amendment No. 1 to the Riot Blockchain, Inc. 2019 Equity Incentive Plan.
Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed October 14, 2020.
4.6 +
Amendment No. 2 to the Riot Blockchain, Inc. 2019 Equity Incentive Plan.
Exhibit 10.1 of the Current Report on Form 8-K filed October 22, 2021.
4.7 +
Amendment No. 3 to the Riot Blockchain, Inc. 2019 Equity Incentive Plan.
Exhibit 10.1 of the Current Report on Form 8-K filed August 2, 2022.
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Exhibit
Description
Location
4.8 +
Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended.
Exhibit 10.2 of the Current Report on Form 8-K filed August 2, 2022.
4.9 +
Form of Time-Based Restricted Stock Unit Award Agreement under the Riot Blockchain, Inc. 2019 Equity Incentive Plan.
Exhibit 4.7 of the Registration Statement on Form S-8 filed on November 15, 2021.
4.10 +
Form of Performance-Based Restricted Stock Unit Award Agreement under the Riot Blockchain, Inc. 2019 Equity Incentive Plan
Exhibit 10.1 of the Current Report on Form 8-K filed August 16, 2021.
4.11 +
Form of Service-Based Restricted Stock Award Agreement.
Exhibit 10.1 of the Current Report on Form 8-K filed October 3, 2022.
4.12 +
Form of Performance-Based Restricted Stock Award Agreement.
Exhibit 10.2 of the Current Report on Form 8-K filed October 3, 2022.
4.13
Form of Senior Secured Convertible Promissory Note dated as of January 28, 2019
Exhibit 4.1 of the Current Report on Form 8-K filed February 1, 2019.
4.14
Form of Common Stock Purchase Warrant Agreement dated as of January 28, 2019
Exhibit 4.2 of the Current Report on Form 8-K filed February 1, 2019.
4.15
Form of Registration Rights Agreement dated as of January 28, 2019.
Exhibit 10.03 of the Current Report on Form 8-K filed on February 1, 2019.
4.16
Form of Escrow Deposit Agreement.
Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018.
4.17
Shareholder Agreement dated as of May 26, 2021, by and between Riot Blockchain, Inc. and Northern Data AG.
Exhibit 10.1 to the Current Report on Form 8-K filed May 26, 2021.
4.18
Description of Securities
Filed herewith.
10.
Material Contracts.
10.1
Lease Agreement dated as of February 27, 2018.
Exhibit 10.1 of the Current Report on Form 8-K filed February 28, 2018.
10.2
First Amendment to Lease Agreement, dated March 26, 2018.
Incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed March 27, 2018.
10.3
Second Amendment to Lease, dated November 29, 2018.
Exhibit 10.1 of the Current Report on Form 8-K filed December 6, 2018.
10.4
Third Amendment to Lease, dated as of January 8, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed January 13, 2020.
10.5
Fourth Amendment to Lease, dated effective as of April 10, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed April 20, 2020.
10.6 †
Coinmint Co-Location Mining Services Agreement by and between Riot Blockchain, Inc. and Coinmint, LLC, dated effective as of April 8, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed April 14, 2020.
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Exhibit
Description
Location
10.7 +
Jeffrey G. McGonegal Executive Employment Agreement dated as of February 6, 2019.
Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2019.
10.8 +
Amended and Restated McGonegal Executive Employment Agreement by and between Riot Blockchain, Inc., and Jeffrey McGonegal, dated as of February 7, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2020.
10.9 +
First Amendment to the Amended and Restated McGonegal Employment Agreement by and between Riot Blockchain, Inc. and Jeffrey McGonegal, dated as of February 8, 2021.
Exhibit 10.2 of the Current Report on Form 8-K filed February 10, 2021.
10.10 +
Second Amendment to the Amended and Restated McGonegal Employment Agreement by and between Riot Blockchain, Inc. and Jeffrey McGonegal, dated as of February 7, 2022.
Exhibit 10.1 of the Current Report on Form 8-K, filed February 8, 2022.
10.11 +
Executive Employment Agreement by and between Riot Blockchain, Inc. and Jason Les, dated as of February 8, 2021.
Exhibit 10.1 of the Current Report on Form 8-K filed February 10, 2021.
10.12 +
Executive Employment Agreement by and between Riot Blockchain, Inc. and Megan Brooks, dated as of April 6, 2021.
Exhibit 10.2 to the Current Report on Form 8-K filed on April 7, 2021.
10.13 +
Amendment No. 1 to the Executive Employment Agreement by and between Riot Blockchain, Inc. and Megan Brooks, dated as of November 5, 2021.
Exhibit 10.2 to the Current Report on Form 8-K filed on November 8, 2021.
10.14 †+
Separation and Release Agreement, executed on March 21, 2022, between Riot Blockchain, Inc. and Megan Brooks-Anderson.
Exhibit 10.1 to the Current Report on Form 8-K filed March 23, 2022.
10.15 +
Executive Employment Agreement by and between Riot Blockchain, Inc. and Soo il Benjamin Yi, dated as of May 24, 2021.
Exhibit 10.1 to the Current Report on Form 8-K filed May 24, 2021.
10.16 +
Form of Executive Employment Agreement.
Exhibit 10.3 to the Current Report on Form 8-K filed October 3, 2022.
10.17
Subscription Agreement by and between the Company and goNumerical, Ltd. (Coinsquare) dated as of September 29, 2017.
Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 filed November 13, 2017.
10.18
Asset Purchase Agreement by and between the Company and Prive Technologies, LLC dated as of February 15, 2018.
Exhibit 10.1 of the Current Report on Form 8-K filed February 16, 2018.
10.19
Sale and Purchase Agreement by and between Bitmaintech PTE. Ltd. and Riot Blockchain, Inc., dated as of December 2, 2019.
Exhibit 10.01 of the Current Report on Form 8-K filed on December 4, 2019.
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Exhibit
Description
Location
10.20 †
Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd. and Riot Blockchain, Inc. dated as of April 28, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed May 5, 2020.
10.21 †
Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc., dated as of May 6, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed May 12, 2020.
10.22 †
Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc.
Exhibit 10.1 of the Current Report on Form 8-K filed June 5, 2020.
10.23 †
Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc. dated as of August 12, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed August 18, 2020.
10.24 †
Amendment No. 1 to Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc. dated as of August 25, 2020.
Exhibit 10.2 of the Current Report on Form 8-K filed August 27, 2020.
10.25 †
Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc. dated as of August 24, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed August 27, 2020.
10.26 †
Sale and Purchase Agreement by and between Bitmaintech PTE, Ltd and Riot Blockchain, Inc. dated as of September 30, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed October 7, 2020.
10.27 †
Sale and Purchase Agreement by and between Riot Blockchain, Inc. and Bitmain Technologies Limited, dated as of December 18, 2020, for the acquisition of 3,000 S19 Pro (110 TH/s) Miners.
Exhibit 10.1 of the Current Report on Form 8-K filed December 22, 2020.
10.28 †
Sale and Purchase Agreement by and between Riot Blockchain, Inc. and Bitmain Technologies Limited, dated as of December 18, 2020, for the acquisition of 12,000 S19j Pro (100 TH/s) Miners.
Exhibit 10.2 of the Current Report on Form 8-K filed December 22, 2020.
10.29 †
Sale and Purchase Agreement by and between Riot Blockchain, Inc. and Bitmain Technologies Limited, dated as of March 11, 2021, for the acquisition of 1,500 S19j Pro (90 TH/s) Miners.
Exhibit 10.1 of the Current Report on Form 8-K filed March 17, 2021.
10.30 †
Future Sales and Purchase Agreement by and between Riot Blockchain, Inc. and Bitmain Technologies Limited, dated as of April 5, 2021.
Exhibit 10.1 of the Current Report on Form 8-K filed April 7, 2021.
10.31 †
Non-Fixed Price Sales and Purchase Agreement by and between Riot Blockchain, Inc. and Bitmain Technologies Limited, dated as of October 29, 2021.
Exhibit 10.1 to the Current Report filed on November 8, 2021.
10.32 †
Non-Fixed Price Sales and Purchase Agreement by and between Riot Blockchain, Inc. and Bitmain Technologies Limited, dated as of December 24, 2021.
Exhibit 10.1 to the Current Report filed on January 3, 2022.
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Exhibit
Description
Location
10.33
Exclusive License Agreement between the Company and The Washington University, dated May 1, 2004, as amended.
Exhibit 10.1 of the Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed August 5, 2010.
10.34
Form of Securities Purchase Agreement dated as of January 28, 2019.
Exhibit 10.01 of the Current Report on Form 8-K filed on February 1, 2019.
10.35
Form of Security Agreement dated as of January 28, 2019.
Exhibit 10.02 of the Current Report on Form 8-K filed on February 1, 2019.
10.36
At the Market Offering Agreement by and between Riot Blockchain, Inc. and H. C. Wainwright & Co., LLC, dated May 24, 2019.
Exhibit 1.01 of the Current Report on Form 8-K filed on May 24, 2019.
10.37
First Amendment to the At The Market Offering Agreement, dated as of October 6, 2020, with H.C. Wainwright & Co., LLC.
Exhibit 1.3 of the Registration Statement on Form S-3 filed on December 4, 2020.
10.38
Second Amendment to the At The Market Offering Agreement, dated as of December 24, 2020, with H.C. Wainwright & Co., LLC.
Exhibit 1.1 of the Registration Statement on Form S-3 filed on December 4, 2020.
10.39
Sales Agreement, dated as of August 31, 2021, by and among Riot Blockchain, Inc., Cantor Fitzgerald & Co., B. Riley FBR, Inc., BTIG, LLC, Compass Point Research & Trading, LLC, and Roth Capital Partners, LLC.
Exhibit 1.2 to the Form S-3ASR filed August 31, 2021.
10.40
Sales Agreement, dated as of March 31, 2022, by and among Riot Blockchain, Inc. and its sales agents, Cantor Fitzgerald & Co., B. Riley FBR, Inc., BTIG, LLC, Roth Capital Partners, LLC D.A. Davidson & Co., Macquarie Capital (USA) Inc., and Northland Securities, Inc.
Exhibit 1.1 to the Current Report on Form 8-K filed on March 31, 2022.
10.41
Stock Purchase Agreement dated as of April 8, 2021, by and among Riot Blockchain, Inc., Whinstone US, Inc., and Northern Data AG.
Exhibit 2.1 to the Current Report on Form 8-K filed on April 9, 2021.
10.42
Share Purchase Agreement, dated as of June 4, 2021, by and between Riot Blockchain, Inc. and Mogo, Inc.
Exhibit 10.1 to the Current Report on Form 8-K filed June 8, 2021.
10.43
Membership Interest Purchase Agreement dated as of December 1, 2021 by and among Riot Blockchain, Inc., Electrode Acquisition Corp., and Steven R. Ferrie and David P. Franzmann.
Exhibit 2.1 to the Current Report on Form 8-K filed December 1, 2021.
14.
Code of Ethics.
14.1
Riot Blockchain, Inc. Code of Ethics and Business Conduct Adopted July 27, 2022.
Exhibit 14.1 of the Current Report on Form 8-K filed on August 2, 2022.
21.
Subsidiaries.
21
List of Subsidiaries of Riot Platforms, Inc.
Filed herewith.
78
Table of Contents
Exhibit
Description
Location
23.
Consent of Independent Registered Public Accounting Firm.
23
Consent of Marcum LLP.
Filed herewith.
31.
Certifications.
31.1
Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive Officer (principal executive officer).
Filed herewith.
31.2
Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial Officer (principal financial officer).
Filed herewith.
32.1
Section 1350 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer).
Filed herewith.
32.2
Section 1350 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Financial Officer).
Filed herewith.
101.INS
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
Filed herewith.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
Filed herewith.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
Filed herewith.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
Filed herewith.
101.LAB
Inline XBRL Taxonomy Extension Labels Linkbase Document.
Filed herewith.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Filed herewith.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
Filed herewith.
†
Portions of this exhibit have been omitted as confidential information.
+
Indicates a management contract or compensatory plan or arrangement.
ITEM 16. FORM 10-K SUMMARY.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on March 2, 2023, by the undersigned thereunto duly authorized.
RIOT PLATFORMS, INC.
/s/ Jason Les
Jason Les,
Chief Executive Officer
RIOT PLATFORMS, INC.
/s/ Colin Yee
Colin Yee,
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jason Les and Colin Yee, each and individually, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in their names and behalf in their capacities as officers and directors to enable the Company to comply with the provisions of the Securities Exchange Act of 1934 and all requirements of the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, ratifying and confirming all that said attorney-in-fact and agent, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on March 2, 2023 in the capacities indicated.
/s/ Jason Les
Jason Les
Chief Executive Officer and Director (principal executive officer)
/s/ Colin Yee
Colin Yee
Chief Financial Officer (principal financial officer)
/s/ Ryan Werner
Ryan Werner
Chief Accounting Officer (principal accounting officer)
/s/ Benjamin Yi
Benjamin Yi, Director & Chairperson
/s/ Hannah Cho
Hannah Cho, Director
/s/ Lance D’Ambrosio
Lance D’Ambrosio, Director
/s/ Hubert Marleau
Hubert Marleau, Director
80