Item 5. Other Information
Item 5. Other Information
During the three months ended September 30, 2023 none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adop ted , modi fied , 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, except as follows:
Effective August 31, 2023 , the Rule 10b5-1 sales plan of our director , Lance D’Ambrosio , terminated at its plan end date in accordance with the terms of the plan. Mr. D’Ambrosio’s Rule 10b5-1 sales plan became effective October 31, 2022, and instructed for the sale of vested shares of Riot stock in four equal tranches of 26,000 shares, quarterly, through the plan end date.
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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 .
10.1+
Form of Riot Platforms, Inc. Long-Term Incentive Program Award Agreement.
Exhibit 10.1 of the Current Report on Form 8-K filed July 19, 2023.
10.2*
Controlled Equity Offering SM Sales Agreement, dated as of August 9, 2023, by and among Riot Platforms, Inc. and the Sales Agents.
Exhibit 1.1 of the Current Report on Form 8-K filed August 9, 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 September 30, 2023 and December 31, 2022 (Unaudited); (ii) the Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited); (iii) the Condensed Consolidated
Filed herewith.
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Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2023 and 2022 (Unaudited); (iv) the Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022 (Unaudited); and (v) the Notes to Condensed Consolidated Financial Statements (Unaudited).
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Filed herewith.
+ Indicates a management contract or compensatory plan or arrangement
* Certain schedules and similar attachments 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.
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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: November 8, 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.