8-K - RIOT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 6, 2023

Riot Platforms, Inc.

(Exact name of registrant as specified in its charter)


Nevada	****	001-33675	****	84-1553387
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3855 Ambrosia Street , Suite 301

Castle Rock , CO **** 80109

(Address of principal executive offices)

(303) **** 794-2000

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class	****	Trading Symbol(s)	****	Name of each exchange on which registered
Common Stock, no par value per share		RIOT		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 – Regulation FD Disclosure.

On September 6, 2023, Riot Platforms, Inc. (“Riot”, the “Company”, “we”, “us”, “our”, etc.) issued a press release (the “Press Release”) announcing updates regarding our results of operations and progress on strategic initiatives as of August 31, 2023, as well as an updated corporate presentation (the “Corporate Presentation”). The Corporate Presentation includes information regarding Riot’s financial position, business, and operations for the first half of 2023 (as reported in the Company’s quarterly report on Form 10-Q for the period ended June 30, 2023, as filed with the Securities and Exchange Commission (the “SEC”) as of August 9, 2023), as well as updated (unaudited) results, as of August 31, 2023, of our Bitcoin mining operations. A copy of the Press Release and Corporate Presentation are attached hereto as Exhibits 99.1 and 99.2, respectively, and are also available on our website, www.riotplatforms.com, under the “Press Releases” and “Presentations” tabs, respectively.

The information furnished pursuant to this Current Report on Form 8-K (this “Report”), including the Press Release and the Corporate Presentation attached as Exhibits 99.1 and 99.2 hereto, respectively, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, (the “Securities Act") **** or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements

This Report, the Press Release attached as Exhibit 99.1 hereto, and the Corporate Presentation attached as Exhibit 99.2, as well as the documents incorporated by reference herein and therein, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Such forward-looking statements generally relate to future events, financial results or operating performance based on management’s current expectations, assumptions and beliefs about the Company’s future financial and operating performance, as well future economic conditions, which are made in reliance on the safe harbor provisions of Section 27A of the Securities Act and Section 21E of the Exchange. Accordingly, any statement contained or referenced herein, as well as in the other filings that we make with the SEC, that is not a statement of historical fact, should be considered a forward-looking statement. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope” and similar expressions are intended to identify forward-looking statements; however, forward-looking statements may be made without such expressions. These forward-looking statements may include, but are not limited to, statements concerning: our plans, strategies and objectives for future operations; new equipment, systems, technologies, services or developments, such as our development and implementation of industrial scale immersion-cooled Bitcoin mining hardware and our data center development outside of Corsicana, Texas; the number and value of Bitcoin rewards and transaction fees we earn from our Bitcoin mining operations; expected cash flows or capital expenditures; our beliefs or expectations; activities, events or developments that we intend, expect, project, believe, or anticipate will or may occur in the future; and assumptions underlying or based upon any of the foregoing.

These statements are subject to various risks and uncertainties, both known and unknown, which could cause the Company’s actual results to differ, perhaps materially, from management’s current expectations or the Company’s historical performance. Such risks and uncertainties include, without limitation, risks related to: our estimates of bitcoin mining production; our future hash rate growth and global hash rate growth; the anticipated benefits of our immersion-cooling hardware; our ability to successfully deploy the new bitcoin mining computers we acquire; the timely completion and energization of our bitcoin mining infrastructure the success, timing and cost of integration of acquired businesses; and macroeconomic, political, and/or environmental events. Detailed information regarding other factors that may cause actual results to differ materially from those expressed or implied by statements in this Report, the exhibits attached hereto, and the other documents incorporated by reference herein, may be found in the filings we make with the SEC, including under sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as well under similar headings and titles in the other filings we make with the SEC from time to time after the date of this Report. Copies of these filings may be obtained from the SEC’s website, www.sec.gov.

All forward-looking statements included or incorporated by reference in this Report, the Press Release, and in the Corporate Presentation, are made only as of the date of this Report or, as applicable, the date of the document(s) incorporated by reference herein or therein, and all forward-looking statements included in, or incorporated by reference into, the other documents we file with the SEC from time to time are made only as of the date of such documents. Riot disclaims any intention or obligation to update or revise any forward-looking statements to reflect events or circumstances that subsequently occur, or of which Riot hereafter becomes aware, except as required by law. Persons reading this Report, the exhibits attached hereto, the documents incorporated by reference herein, and the other documents we file with the SEC are cautioned not to place undue reliance on such forward-looking statements.

Item 9.01 – Regulation FD Disclosure.

(d)Exhibits.

EXHIBIT INDEX

The following exhibits are filed or furnished herewith:


Exhibit No.		Description
99.1		Press release of Riot Platforms, Inc. dated as of September 6, 2023.
99.2		Riot Platforms, Inc. Corporate Presentation, dated as of September 6, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 PLATFORMS, INC.


	By:	/s/ Colin Yee
	Name:	Colin Yee
	Title:	Chief Financial Officer

Date: September 6, 2023

Exhibit 99.1

RIOT ANNOUNCES AUGUST 2023 PRODUCTION AND OPERATIONS UPDATES

Riot Produces 333 Bitcoin While Realizing Expanded Benefits of Power Strategy

CASTLE ROCK, COLO. / Globe Newswire / September 6, 2023 / Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot” or “the Company”), an industry leader in Bitcoin (“BTC”) mining and data center hosting, announces unaudited production and operations updates for August 2023.

Bitcoin Production and Operations Updates for August 2023

1.	As of end of month.
2.	Exahash per second (“EH/s”). Excludes 17,040 miners that are offline as a result of damage to Building G from the severe winter weather in late December 2022 in Texas.
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3.	Power curtailment credits received from the Company’s ability, under its long-term power contracts, to sell power back to the ERCOT grid at market-driven spot prices.
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4.	Credits received from participation in ERCOT demand response programs.
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5.	The Company discloses this figure in its monthly updates if it exceeds $1 million for the current month.
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6.	Power Credits and Demand Response Credits for July and August 2023 are estimates.
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“August was a landmark month for Riot in showcasing the benefits of our unique power strategy,” said Jason Les, CEO of Riot. “Riot achieved a new monthly record for Power and Demand Response Credits, totaling $31.7 million in August, which surpassed the total amount of all Credits received in 2022. Based on the average Bitcoin price in August, Power and Demand Response credits received equated to approximately 1,136 Bitcoin. The effects of these credits significantly lower Riot’s cost to mine Bitcoin and are a key element in making Riot one of the lowest cost producers of Bitcoin in the industry. Riot’s power strategy is a key competitive advantage, and when placed alongside our strong financial position and efficient miner fleet, put Riot in a leading position heading into the upcoming Bitcoin ‘halving’ event next year.”

Estimated Hash Rate Growth

As previously disclosed, Riot is in the process of repairing damage incurred in Building G during the severe winter storm in Texas in December 2022, and Riot now anticipates achieving a total self-mining hash rate capacity of 12.5 EH/s at its Rockdale Facility by the end of 2023.

The Company has also entered into a long-term purchase agreement with MicroBT, which includes an initial order of 7.6 EH/s of next-generation Bitcoin miners for its Corsicana Facility. Upon full deployment of this initial order by mid-2024, Riot’s total self-mining hash rate capacity is expected to reach 20.1 EH/s.

Riot’s Power Strategy Assists in Stabilization of Texas Energy Grid During August Heat Wave

Texas experienced another month of extreme heat in August 2023, causing demand for electricity to spike, in some cases approaching total available supply. Riot continued to execute its power strategy by curtailing its power usage by more than 95% during periods of peak demand, forgoing revenue from its Bitcoin mining operations to instead provide energy resources to ERCOT. The Company’s curtailment of operations meaningfully contributed to reducing overall power demand in ERCOT, helping to ensure that consumers did not experience interruptions in service.

For more information on Riot’s power strategy, please refer to the Company’s updated Corporate Presentation, available on the Company’s website.

Conference Schedule:

·	3^rd^ Annual Needham Crypto Conference, on September 7^th^ held virtually.
·	25^th^ Annual H.C. Wainwright Global Investment Conference, on September 11^th^ and 12^th^in New York.
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·	Northland Capital Markets Institutional Investor Conference, on September 19^th^ held virtually.
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Legal Update

Riot is pleased to announce that on August 25, 2023, the New Jersey District Court dismissed Creighton Takata’s shareholder class action against Riot with prejudice resulting in the final dismissal of all claims. This victory is another example of Riot's aggressive stance and determination to prevail when litigating matters.

Human Resources Update

Riot is currently recruiting for positions across the Company. Join our team in building, expanding, and securing the Bitcoin network.

Open positions are available at: https://www.riotplatforms.com/careers.

About Riot Platforms, Inc.

Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform.

Our mission is to positively impact the sectors, networks, and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows the Company to achieve best-in-class execution and create successful outcomes.

Riot is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. The Company has data center hosting operations in central Texas, Bitcoin mining operations in central Texas, and electrical switchgear engineering and fabrication operations in Denver, Colorado.

For more information, visit www.riotplatforms.com.

Safe Harbor

Statements in this press release that are not historical facts are forward-looking statements that reflect management’s current expectations, assumptions, and estimates of future performance and economic conditions. Such statements rely on the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “anticipates,” “believes,” “plans,” “expects,” “intends,” “will,” “potential,” “hope,” and similar expressions are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements about the benefits of acquisitions, including financial and operating results, and the Company’s plans, objectives, expectations, and intentions. Among the risks and uncertainties that could cause actual results to differ from those expressed in forward-looking statements include, but are not limited to: unaudited estimates of Bitcoin production; our future hash rate growth (EH/s); the anticipated benefits, construction schedule, and costs associated with the Navarro site expansion; our expected schedule of new miner deliveries; the impact of weather events on our operations and results; our ability to successfully deploy new miners; the variance in our mining pool rewards may negatively impact our results of Bitcoin production; megawatt (“MW”) capacity under development; we may not be able to realize the anticipated benefits from immersion-cooling; 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 the factors identified by the Company’s management which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release may be found in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as amended, and the other filings the Company makes with the SEC, copies of which may be obtained from the SEC’s website, www.sec.gov. All forward-looking statements included in this press release are made only as of the date of this press release, and the Company disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which the Company hereafter becomes aware, except as required by law. Persons reading this press release are cautioned not to place undue reliance on such forward-looking statements.

Investor Contact: Phil McPherson 303-794-2000 ext. 110

IR@Riot.Inc

Media Contact: Alexis Brock 303-794-2000 ext. 118

PR@Riot.Inc

Exhibit 99.2