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 (principal executive officer) and our Chief Financial Officer (principal 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 December 31, 2023 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. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Based on this evaluation, our management, with the participation of our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial officer), concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2023.
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.
There have been no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2023, 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 management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
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.
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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.
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, 2023. Based on our management’s assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.
Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on management’s assessment of internal control over financial reporting as of December 31, 2023. The report of Deloitte & Touche LLP is included below under the heading “Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting”.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Riot Platforms, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Riot Platforms, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 22, 2024 expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company’s early adoption of Accounting Standards Update (“ASU”) No. 2023-08, Intangibles-Goodwill and Other-Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets (“ASU 2023-08”).
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 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 included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and 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 with authorizations of management and directors of the company; and (3) provide reasonable assurance
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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 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.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
February 22, 2024
ITEM 9B. OTHER INFORMATION
During the three months ended December 31, 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.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this Part III, Item 10 is included in our definitive proxy statement for our 2024 annual meeting of stockholders (our “2024 Proxy Statement”), which will be filed no later than 120 days after the end of our fiscal year ended December 31, 2023.
a) Identification of Directors: The information required by this Part III, Item 10 with respect to our directors is incorporated herein by reference to the discussion under the heading “Proposal No. 1: Election of Directors—Information Regarding Directors” in our 2024 Proxy Statement.
b) Identification of Executive Officers: The information required by this Item with respect to 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 Part III, Item 10 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 2024 Proxy Statement.
d) Delinquent Section 16(a) Reports: The information required by this Item with respect 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) Reports” in our 2024 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 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 Part III, Item 10 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 2024 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 2024 Proxy Statement concerning procedures by which stockholders may recommend nominees to our board of directors. No material changes to those procedures have occurred since the disclosure regarding those procedures in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Part III, Item 11 will be provided in the section entitled “Executive Compensation” in our 2024 Proxy Statement and is incorporated herein by reference .
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 Part III, Item 12 is incorporated herein by reference from the section entitled “Security Ownership of Certain Beneficial Owners and Management” in our 2024 Proxy Statement.
Securities authorized for issuance under equity compensation plans
In October 2019, the Company’s stockholders approved the 2019 Equity Incentive Plan. The 2019 Equity Incentive Plan authorized the granting of stock-based compensation awards to directors, employees, and consultants in the form of time-based and performance
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based restricted stock awards, restricted stock unit awards, or stock options that settled in shares of the Company’s common stock upon vesting. There were 3.6 million shares of common stock initially reserved for issuance under the 2019 Equity Incentive Plan.
In November 2020, the Company’s stockholders approved the First Amendment to the 2019 Equity Incentive 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 Incentive 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 Incentive Plan, which increased the shares of common stock reserved for issuance by 10.0 million shares.
In June 2023, the Company’s stockholders approved the Fourth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 4.0 million shares.
In December 2023, the Company’s stockholders approved the Fifth Amendment to the 2019 Equity Incentive Plan, which increased the shares of common stock reserved for issuance by 13.0 million shares.
As of December 31, 2023, the Company had 18,517,831 shares of common stock reserved for issuance under the 2019 Equity Incentive Plan.
The following table provides information as of December 31, 2023, 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 Equity Incentive 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
401,639
$
-
18,517,831
Equity compensation plans not approved by security holders
-
-
-
Total
401,639
$
-
18,517,831
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Part III, Item 13 will be provided in the sections entitled “Certain Relationships and Related-Party Transactions” and “Director Independence” in our 2024 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Part III, Item 14 will be provided in the section entitled “Fees to Independent Auditors” in our 2024 Proxy Statement and is incorporated herein by reference .
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Annual Report:
1.
Consolidated financial statements
Reports of Independent Registered Public Accounting Firms
F-1
Consolidated Balance Sheets as of December 31, 2023 and 2022
F-4
Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021
F-5
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2023, 2022, and 2021
F-6
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022, and 2021
F-7
Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021
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*
3.
Certificate of Incorporation and Bylaws.
3.1
Articles of Incorporation, dated September 19, 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
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.
3.4
Articles of Merger between Riot Blockchain, Inc. and Riot Platforms, Inc., effective December 30, 2022.
Exhibit 3.1 of the Current Report on Form 8-K filed January 3, 2023.
3.5
Amended and Restated Bylaws of Riot Platforms, Inc. effective June 27, 2023.
,
Exhibit 3.1 of the Current Report on Form 8-K filed June 30, 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 +
2019 Equity Incentive Plan.
Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed September 20, 2019.
4.4 +
First Amendment to the 2019 Equity Incentive Plan.
Appendix A to the Definitive Proxy Statement on Schedule DEF 14A filed October 14, 2020.
4.5 +
Second Amendment to the 2019 Equity Incentive Plan.
Exhibit 10.1 of the Current Report on Form 8-K filed October 22, 2021.
4.6 +
Third Amendment to the 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*
4.7 +
Fourth Amendment to the 2019 Equity Incentive Plan.
Exhibit 4.1 of the Current Report on Form 8-K filed June 30, 2023.
4.8 +
Fifth Amendment to the 2019 Equity Incentive Plan.
Exhibit 4.1 of the Current Report on Form 8-K filed December 20, 2023.
4.9 +
2019 Equity Incentive Plan of Riot Platforms, Inc., as amended.
Exhibit 4.2 of the Current Report on Form 8-K filed December 20, 2023.
4.10 +
Form of Time-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan.
Exhibit 4.7 of the Registration Statement on Form S-8 filed November 15, 2021.
4.11 +
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Equity Incentive Plan.
Exhibit 10.1 of the Current Report on Form 8-K filed August 16, 2021.
4.12 +
Form of Service-Based Restricted Stock Award Agreement.
Exhibit 10.1 of the Current Report on Form 8-K filed October 3, 2022.
4.13 +
Form of Performance-Based Restricted Stock Award Agreement.
Exhibit 10.2 of the Current Report on Form 8-K filed October 3, 2022.
4.14 +
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.
4.15
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.
4.16
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.
4.17
Form of Registration Rights Agreement, dated as of January 28, 2019.
Exhibit 10.03 of the Current Report on Form 8-K filed February 1, 2019.
4.18
Form of Escrow Deposit Agreement.
Exhibit 10.2 of the Current Report on Form 8-K filed February 16, 2018.
4.19
Riot-Northern Data Shareholder Agreement dated as of May 26, 2021.
Exhibit 10.1 of the Current Report on Form 8-K filed May 26, 2021.
4.20
Description of Securities.
Filed herewith.
10.
Material Contracts.
10.1 +
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.
10.2 +
Amended and Restated McGonegal Executive Employment Agreement, dated as of February 7, 2020.
Exhibit 10.1 of the Current Report on Form 8-K filed February 11, 2020.
10.3 +
First Amendment to the Amended and Restated McGonegal Employment Agreement, dated as of February 8, 2021.
Exhibit 10.2 of the Current Report on Form 8-K filed February 10, 2021.
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Exhibit
Description
Location*
10.4 +
Second Amendment to the Amended and Restated McGonegal Employment Agreement, dated as of February 7, 2022.
Exhibit 10.1 of the Current Report on Form 8-K filed February 8, 2022.
10.5 +
Jason Les Executive Employment Agreement, dated as of February 8, 2021.
Exhibit 10.1 of the Current Report on Form 8-K filed February 10, 2021.
10.6 +
Benjamin Yi Executive Employment Agreement, dated as of May 24, 2021.
Exhibit 10.1 of the Current Report on Form 8-K filed May 24, 2021.
10.7 +
Form of Executive Employment Agreement.
Exhibit 10.3 of the Current Report on Form 8-K filed October 3, 2022.
10.8
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.
10.9
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 of the Form S-3ASR filed August 31, 2021.
10.10
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 of the Current Report on Form 8-K filed March 31, 2022.
10.11
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.
10.12
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 of the Current Report on Form 8-K filed April 9, 2021.
10.13
Share Purchase Agreement, dated as of June 4, 2021, by and between Riot Blockchain, Inc. and Mogo, Inc.
Exhibit 10.1 of the Current Report on Form 8-K filed June 8, 2021.
10.14
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 of the Current Report on Form 8-K filed December 1, 2021.
10.15 †
Master Purchase and Sale Agreement between Riot Platforms, Inc. and MicroBT, dated as of June 23, 2023.
Exhibit 10.1 of the Current Report on Form 8-K filed June 30, 2023.
10.16 †
Purchase Order No. 01, dated as of June 23, 2023, executed under that certain Master Purchase and Sales Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT.
Exhibit 10.1, Appendix 3.1.2, of the Current Report on Form 8-K filed June 30, 2023.
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Exhibit
Description
Location*
10.17 †
Purchase Order No. 02, dated as of December 1, 2023, executed under that certain Master Purchase and Sales Agreement, dated as of June 23, 2023, by and between Riot Platforms, Inc. and MicroBT.
Exhibit 10.1 of the Current Report on Form 8-K filed December 6, 2023.
14.
Code of Ethics.
14.1
Riot Platforms, Inc. Code of Ethics and Business Conduct Adopted June 27, 2023.
Exhibit 14.1 of the Current Report on Form 8-K filed June 30, 2023.
16.
Letter re Change in Certifying Accountant.
16
Letter of Marcum LLP to the Securities and Exchange Commission, dated May 22, 2023.
Exhibit 16.1 of the Current Report on Form 8-K filed May 22, 2023.
21.
Subsidiaries.
21
List of Subsidiaries of Riot Platforms, Inc.
Filed herewith.
23.
Consent of Independent Registered Public Accounting Firm.
23.1
Consent of Marcum LLP.
Filed herewith.
23.2
Consent of Deloitte & Touche LLP.
Filed herewith.
24.
Power of Attorney.
24
Power of Attorney.
Incorporated by reference to the signature page of this Annual Report.
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).
Furnished 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).
Furnished herewith.
97
Riot Platforms Inc. Policy for the Recovery of Erroneously Awarded Compensation.
Filed herewith.
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Exhibit
Description
Location*
101
Inline XBRL (Extensible Business Reporting Language). The following from this Annual Report, formatted in iXBRL (inline XBRL): (i) Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022; (ii) Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021; (iii) Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022, and 2021; (iv) Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022, and 2021; (v) Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021; and (vi) Notes to Consolidated Financial Statements.
Filed herewith.
104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the iXBRL document.
Filed herewith.
*
Where an exhibit is indicated, that document has been previously filed with the SEC and the applicable exhibit is incorporated herein by reference.
†
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 the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 22, 2024
RIOT PLATFORMS, INC.
/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)
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 February 22, 2024, 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 & Executive Chairman
/s/ Hannah Cho
Hannah Cho, Director
/s/ Lance D’Ambrosio
Lance D’Ambrosio, Director
/s/ Hubert Marleau
Hubert Marleau, Director
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