Argo Blockchain Plc 6-K, filed Mar 30, 2026
Argo Blockchain Plc (ARBK)
6-K
2026-03-30
For: 2026-03-30
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Added on
April 05, 2026
About this 6-K
Argo Blockchain Plc filed this 6-K on March 30, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 6-K
_____________________
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2026
Commission File Number: 001-40816
_____________________
Argo Blockchain plc
(Translation of registrant’s name into English)
_____________________
Eastcastle House
27/28 Eastcastle Street
London W1W 8DH
England
(Address of principal executive office)
_____________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
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Exhibit
No.
1
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Description
$5M
Subscription Facility & Share Issuance dated 30 March
2026
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Press Release
March 30, 2026
Argo Blockchain plc
"Argo" or "the Company"
Argo Raises $2.5 Million Under New Subscription
Facility
Argo Blockchain plc (NASDAQ: ARBK) is pleased to announce that, on
March 26, 2026, it entered into a subscription facility
agreement (the "Agreement") with its controlling shareholder, Growler
Mining Tuscaloosa, LLC ("Growler"), providing the Company with access to a
subscription facility of up to $5,000,000 (the "Facility"). The Company has received $2,500,000 in initial
proceeds pursuant to the Agreement.
Background and Rationale
The Facility provides the Company with access to capital to support
its operations and working capital requirements. The proceeds will
also support the Company's evaluation of opportunities in
high-performance computing (HPC) and artificial-intelligence data center
infrastructure as the Company continues to develop its strategic
direction.
Commenting on the transaction, Justin Nolan, Chief Executive
Officer of Argo, said:
"The $2.5 million capital raise marks an important step for
Argo as we continue to build our business and evaluate compelling
opportunities in data center infrastructure for high-performance
computing and artificial intelligence. Growler's continued support
- both through this initial draw and the option for an additional
$2.5 million - underscores their strong conviction in our
strategy and positions us well for the period ahead."
Key Terms of the Facility
● Facility
size: Up to $5,000,000 in
aggregate (of which $2,500,000 has been drawn under the Initial
Tranche, leaving up to $2,500,000 remaining
available).
● Floor
price: $1.00 per ADS
(subject to adjustment for any stock split, consolidation, or
similar event).
● Drawdown
size: $500,000 minimum and
$1,000,000 maximum per drawdown notice, unless otherwise agreed by
the Subscriber in writing.
● Notice
period: 10 Trading Days'
prior written notice per drawdown (which Growler may waive in
writing).
● Term: Available
until the earlier of: (i) the date the full $5,000,000 has been
drawn; or (ii) March 26, 2027 (or such later date as agreed in
writing).
● Subscription
price: 100% of the average
Nasdaq Official Closing Price of Argo's ADSs over the five (5)
Trading Days for the week of March 16-20, 2026. No discount
applies.
● Registration
rights: The Company will
use reasonable endeavors to file a resale registration statement on
Form F-3 within 45 days of the Agreement
date.
● Drawdown
conditions: Each drawdown
requires: (i) unanimous board approval; (ii) auditor confirmation
supporting a going-concern opinion in the relevant accounts; and
(iii) representations and warranties true and correct in all
material respects.
● Governing
law: Alabama law, with
certain provisions (relating to the Company's incorporation and
affairs) governed by the laws of England and
Wales.
Initial Drawdown
Simultaneously with the execution of the Agreement, the Company
delivered Drawdown Notice No. 1 to Growler requesting an
initial tranche of $2,500,000 (the "Initial
Tranche"), in respect of which
Growler waived the standard notice period and the maximum per
drawdown notice. The subscription price for the Initial Tranche is
$2.948 per ADS (100% of the five-day average Nasdaq Official
Closing Price for the week of March 16-20, 2026: $3.03 on
March 16, $3.01 on March 17, $2.89 on March 18,
$2.90 on March 19, and $2.91 on March 20, 2026). At this
price, 847,693 new ADSs (representing 1,831,016,880 new ordinary
shares) will be allotted and issued to Growler. The Company has
received the $2,500,000 proceeds from the Initial
Tranche.
True-Up Conversion
The Agreement also provides for the conversion into new ordinary
shares of prior payments totaling US$1,259,297.68 made by or on
behalf of Growler to or for the account of the Company (the
"True-Up
Payments"). The True-Up
Payments will be converted at the same subscription price as the
Initial Tranche ($2.948 per ADS), resulting in the allotment and
issue of 427,170 new ADSs (representing 922,687,200 new ordinary
shares) to Growler.
Share Capital
In aggregate, 2,753,704,080 new ordinary shares (representing 1,274,863 new ADSs) will be
allotted and issued to Growler, comprising 1,831,016,880 ordinary
shares (847,693 ADSs) under the Initial Tranche and 922,687,200
ordinary shares (427,170 ADSs) under the True-Up Conversion. Prior
to these allotments, Growler held approximately 87.50% of the
Company's issued ordinary share capital. Following allotment of all
new ordinary shares, and assuming no other changes to the Company's
issued share capital, Growler will hold approximately
28,004,168,880 ordinary shares, representing approximately 88.59%
of the enlarged issued ordinary share capital of 31,611,377,242
ordinary shares.
The Agreement contains an exchange cap (the "Exchange Cap") limiting the aggregate number of new ordinary
shares issuable under the Facility to 19.99% of the ordinary shares
outstanding as of the effective date of the Agreement (being
approximately 5,768,648,865 ordinary shares, equivalent to
approximately 2,670,670 ADSs), unless shareholder approval is
obtained.
About Argo
Argo Blockchain plc (NASDAQ: ARBK) is a blockchain technology
company focused on large-scale cryptocurrency mining and related
digital infrastructure, with operations in North America
predominantly powered by renewable energy. The Company is actively
evaluating opportunities in high-performance computing and
artificial-intelligence data center infrastructure. For more
information, visit www.argoblockchain.com.
Contacts:
Argo Blockchain plc
ir@argoblockchain.com
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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Date:
30 March, 2026
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ARGO BLOCKCHAIN PLC
By:
/s/ Justin
Nolan
Name:
Justin Nolan
Title:
Chief Executive Office
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