Item 1.01 - Entry into a Material Definitive Agreement.
On
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this "Report") and is incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
Statements in this Report, including those made in the documents incorporated by
reference herein, that are not statements of historical fact may be
forward-looking statements that reflect management's current expectations,
assumptions and estimates of future performance and economic conditions. Such
statements are made in reliance on the safe harbor provisions of Section 27A of
the Securities Act and Section 21E of the Exchange Act. Words such as
"anticipates," "believes," "plans," "expects," "intends," "will," "potential,"
"hope" and similar expressions are intended to identify forward-looking
statements. The assumptions and expectations expressed in these forward-looking
statements are subject to various risks and uncertainties and, therefore, may
never materialize or may prove to be incorrect. Actual results and the timing of
events could differ materially from those anticipated in such forward-looking
statements as a result of various risks and uncertainties. These forward-looking
statements may include, but are not limited to, statements about the benefits of
our acquisitions, including our financial and operating results following these
acquisitions, and Riot's plans, objectives, expectations and intentions for the
future. Among the risks and uncertainties that could cause actual results to
differ from those expressed in forward-looking statements, include, without
limitation, risks related to: our estimates of bitcoin mining production are not
audited; our future hash rate growth (expressed in terms of hashes per second);
our anticipated benefits of immersion-cooling, our expected schedule of new
miner deliveries; our ability to successfully deploy the new bitcoin mining
computers we acquire; the timely completion of our expanded megawatt capacity
under development; the integration of acquired businesses may not be successful,
or such integration may take longer or be more difficult, time-consuming or
costly to accomplish than anticipated; failure to otherwise realize anticipated
efficiencies and strategic and financial benefits from our acquisitions; and the
impact of COVID-19 on us, our customers, or on our suppliers in connection with
our estimated timelines. Detailed information regarding other factors that may
cause actual results to differ materially from those expressed or implied by
statements in this Report, including the documents incorporated by reference
herein, may be found in Riot's filings with the
Item 9.01- Financial Statements and Exhibits.
(d) Exhibits. 10.1* Non-Fixed Price Sales and Purchase Agreement by and betweenRiot Blockchain, Inc. andBitmain Technologies Limited , dated effective as ofDecember 24, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Portions of this Exhibit have been omitted as confidential information.
S I G N A T U R E
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
RIOT BLOCKCHAIN, INC. By: /s/Jeffrey McGonegal Name :Jeffrey McGonegal Title: Chief Financial Officer
Date:
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