Item 5. Other Information
Item 5. Other Information
During the three months ended June 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted , modified, or terminated any contract , instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 arrangement” as defined in Item 408(c) of Regulation S-K.
As previously disclosed in our Current Report on Form 8-K filed with the SEC on June 30, 2023, on June 27, 2023, our board of directors amended and restated our bylaws (as so amended and restated, the “Bylaws”). Among other changes, the Bylaws included certain changes to the procedures by which shareholders may recommend nominees to our board of directors, including to:
● clarify and outline the timing and procedure requirements for the nominations of person for election to our board of directors and the proposal of business to be considered by stockholder meetings;
● update and identify the eligibility and notice requirements regarding director nominees; and
● address the requirement for stockholders to comply with Rule 14a-19 (the Universal Proxy Rule) under the Exchange Act in connection with a nominating person soliciting proxies in support of director nominees.
Under the Bylaws, for business to be included in the proxy materials to be properly brought before a stockholder meeting, notice of stockholder proposals must be delivered to, or mailed to and received by, us between 75 and 45 days before the first anniversary of the mailing date for the proxy materials for the previous year’s annual stockholder meeting, provided the date for the current annual stockholders’ meeting is no more than 30 days before, or 60 days after, the first anniversary of the previous year’s annual stockholders’ meeting. If the date for the current year’s annual stockholders’ meeting falls outside of this window, or if a stockholder wishes to submit a written nomination of a person to stand for election as director, then such stockholder must give notice to the Company of such proposal between the 90th day before the current year’s annual stockholders’ meeting, and the earlier of (i) the 60th day prior to the current year’s annual stockholders’ meeting and (ii) 10 days after public announcement of such meeting is made by the Company.
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Also under the Bylaws, to be eligible to be a candidate for election as a director, a candidate for nomination must have delivered to us a completed written questionnaire (in the form provided by us upon written request therefor) with respect to the background, qualifications, stock ownership and independence of such candidate, a written representation and agreement that such candidate (1) consents to and will cooperate with any background checks, requests for information, and regulatory filings and disclosures reasonably requested by our board of directors in connection with any regulations applicable to, or licenses held by, us, (2) is not and, if elected as a director, during his or her term of office will not become, a party to any agreement, arrangement or understanding with, and has not given and will not give any commitment or assurance to, any person or entity as to how such candidate for nomination, if elected as a director of the Company, will act or vote on any issue or question or any other agreement, arrangement, understanding or commitment that could limit or interfere with such candidate’s ability to comply, if elected as a director of the Company, with such candidate’s fiduciary duties under applicable law, (3) is not, and will not become, a party to any agreement, arrangement or understanding with any person or entity other than us with respect to any direct or indirect compensation or reimbursement for service as a director that has not been disclosed in such written representation and agreement, (4) if elected as a director of the Company, will comply with all of our applicable corporate governance, conflict of interest, confidentiality, stock ownership and trading and other policies, procedures and guidelines applicable to directors and in effect during such person’s term in office as a director, and (5) if elected as director of the Company, intends to serve the entire term until the next meeting at which such candidate would face re-election. Our board of directors may also require any proposed candidate to furnish such other information as may reasonably be requested by our board of directors in writing prior to the meeting of stockholders at which such candidate’s nomination is to be acted upon in order for our board of directors to determine the eligibility of such candidate for nomination to be an independent director of the Company and to comply with the director qualification standards and additional selection criteria.
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Item 6. Index of Exhibits
The following exhibits are filed herewith or are incorporated herein by reference to exhibits previously filed with the SEC at the
location indicated below:
Exhibit
Description
Location
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 .
3.1
Articles of Incorporation filed September 20, 2017.
Exhibit 3.1 of the Current Report on Form 8-K filed September 25, 2017 .
3.2
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 .
3.3
Amended and Restated Bylaws effective June 27, 2023.
Exhibit 3.1 of the Current Report on Form 8-K filed June 30, 2023.
3.4
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 .
3.5
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 .
4.1 +
Fourth Amendment to the Riot Blockchain, Inc. 2019 Equity Incentive Plan.
Exhibit 4.1 of the Current Report on Form 8-K filed June 30, 2023.
10.1* †
Master Purchase and Sale Agreement between Riot Platforms, inc. and MicroBT.
Exhibit 10.1 of the Current Report on Form 8-K filed June 30, 2023.
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
The following unaudited condensed consolidated financial statements from this Quarterly Report, formatted in iXBRL (inline eXtensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets as of June 30, 2023 and December 31, 2022 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 2022 (Unaudited); (iii) the Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months
Filed herewith.
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Ended June 30, 2023 and 2022 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2023 and 2022 (Unaudited); and (v) the Notes to Unaudited Condensed Consolidated Financial Statements.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Filed herewith.
* Portions of this Exhibit have been omitted as confidential and/or private information pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act. The Company undertakes to furnish supplementally an unredacted copy of the exhibit to the SEC upon its request.
† Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Subject to Item 601(b)(10)(iv) of Regulation S-K, the Company undertakes to furnish supplemental copies of any of the omitted schedules to the SEC, upon its request.
+ Indicates a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
Riot Platforms, Inc. (Registrant)
Date: August 9, 2023
/s/ Jason Les
Jason Les
Chief Executive Officer
(principal executive officer and duly authorized officer)
/s/ Colin Yee
Colin Yee
Chief Financial Officer
(principal financial officer and duly authorized officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.