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): March 12, 2018
 
Riot Blockchain, 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 Number)
 
 
 
 
 
 
202 6 th Street, Suite 401
Castle Rock, CO 80104
 (Address of principal executive offices) (zip code)
 
(303) 794-2000
(Registrant's telephone number, including area code)
 
(Former Name or Former Address, if Changed Since Last Report)
 
Copies to:
Harvey Kesner, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37 th Floor
New York, New York 10036
Phone: (212) 930-9700
Fax: (212) 930-9725
 
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 (see General Instruction A.2. below):
 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b2 of the Securities Exchange Act of 1934 (§240.12b2 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 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

As of March 12, 2018, the Company's Board of Directors approved an amendment to the Company's Bylaws to reduce the votes required to achieve a quorum from 50% plus one vote, to not less than one-third of the outstanding shares of stock entitled to vote at such meeting.

The foregoing description of the amendment is not complete and is qualified in its entirety by reference to the full text of the Form of Amendment, a copy of which is filed as Exhibit 3.1 to this Report and which is incorporated by reference herein.


Item 9.01.  Financial Statements and Exhibits.

           (d)        Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.
Description
   



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 hereunto duly authorized.
 
 
RIOT BLOCKCHAIN, INC. 
 
 
 
 
 
Dated: March 12, 2018
By:
/s/ Robby Chang
 
 
 
Name: Robby Chang
 
 
 
Title: Chief Financial Officer
 
 









 


Exhibit 3.1

AMENDMENT TO THE BYLAWS

OF

RIOT BLOCKCHAIN, INC.
(a Nevada corporation)

March 9, 2018

The Bylaws of Riot Blockchain, Inc., a Nevada corporation, are hereby amended as follows:

Article IV, Section 5 shall be deleted in its entirety and replaced by the following which shall be inserted in lieu thereof:

Quorum . At all meetings of stockholders, except where otherwise provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of not less than one-third of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the Corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, one-third of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.