0001167419 false 0001167419 2022-02-07 2022-02-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): February 8, 2022  (February 7, 2022)

 

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 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   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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Compensatory Arrangements of Certain Officers.

 

(e) Compensatory Arrangements of Certain Officers.

 

Effective as of February 7, 2022, Riot Blockchain, Inc. (“Riot”) and its Chief Financial Officer, Mr. Jeffrey McGonegal, entered into the Second Amendment to the Amended and Restated Executive Employment Agreement (the “Second Amendment”), to amend the Amended and Restated Executive Employment Agreement, dated effective as of February 7, 2020, between Mr. McGonegal and Riot, (the “McGonegal Employment Agreement”), as amended by the First Amendment to the McGonegal Employment Agreement, dated effective as of February 8, 2021, (the “First Amendment”).

 

Pursuant to the Second Amendment, Mr. McGonegal has agreed to continue to serve as Riot’s Chief Financial Officer through February 7, 2023, at a prorated annual salary of $360,000. As a Riot employee, Mr. McGonegal is eligible to receive equity awards under the Riot Blockchain, Inc. 2019 Equity Incentive Plan, as amended (the “Plan”), as approved by Riot’s Compensation and Human Resources Committee, which administers the Plan, and to participate in Riot’s other employee benefit plans and policies. Except as set forth in the Second Amendment, the terms of the McGonegal Employment Agreement, as amended by the First Amendment, continue unchanged.

 

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Second Amendment included as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) being filed with the Securities and Exchange Commission (the “SEC”), which is incorporated by reference herein. Copies of the McGonegal Employment Agreement and the First Amendment are included as Exhibit 10.1 to Riot’s Current Report on Form 8-K filed with the SEC on February 10, 2020, and as Exhibit 10.2 to Riot’s Current Report on Form 8-K filed with the SEC on February 10, 2021 and are incorporated by reference into this Current Report.

 

Other than the McGonegal Employment Agreement, as amended by the First Amendment and the Second Amendment, there is no arrangement or understanding between Mr. McGonegal and any other person pursuant to which he was appointed as Riot’s Chief Financial Officer. There are no family relationships, as defined in Item 401 of Regulation S-K, between Mr. McGonegal and any of Riot’s other executive officers or directors or persons nominated or chosen to become a director or executive officer. There are no transactions in which Mr. McGonegal has an interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 9.01– Financial Statements and Exhibits.

 

(d)   Exhibits.

 

10.1

Second Amendment to the McGonegal Employment Agreement, dated as of February 7, 2022.

   
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 BLOCKCHAIN, INC.
     
     
  By: /s/ Jeffrey McGonegal
    Name:  Jeffrey McGonegal
    Title:  Chief Financial Officer

 

Date: February 8, 2022

 

 

 

Exhibit 10.1

 

 

 

SECOND AMENDMENT

 

TO

 

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

_________________________________________

 

THIS SECOND AMENDMENT TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Second Amendment”) is made and entered into by and between Jeffrey G. McGonegal (“Employee”) and Riot Blockchain, Inc. (the “Company”), and is effective as of the 7th day of February 2022 (the “Effective Date”). Employee and the Company shall sometimes be referred to herein collectively as the “Parties”, with each of Employee and the Company a “Party” to this Second Amendment.

 

RECITALS

 

WHEREAS, the Parties have previously entered into that certain Amended and Restated Executive Employment Agreement dated as of February 7, 2020 (the “Original Agreement”), as amended by that certain First Amendment to Executive Employment Agreement, dated as of February 8, 2021 (the “First Amendment” and collectively, with the Original Agreement, the “Agreement”).  

 

WHEREAS, the Parties desire to amend certain terms of the Agreement, to reflect the modifications as set forth in this Second Amendment.

 

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the Parties agree that the Agreement is amended as follows:

 

1.   The “Effective Date” of the Agreement is hereby amended and replaced with February 7, 2022, and that all references to the “Effective Date” in the Agreement shall mean February 7, 2022, all of which is hereby incorporated into the Agreement.

 

2.   All references to December 31, 2021 in the Agreement are replaced with references to December 31, 2022, and all references to February 7, 2022 are replaced with references to February 7, 2023, all of which is hereby incorporated into the Agreement.

 

3.   The Parties agree that Section 2 of the Agreement is deleted in its entirety and replaced with new Section 2, which is hereby incorporated into the Agreement, as follows:

 

2.     Term of Employment. The term of Employee’s employment under this Agreement shall be for a one (1) year period dating February 7, 2022 to February 7, 2023 (the “Term”), unless terminated earlier pursuant to Section 6 of this Agreement. Beyond the Term, Employee’s employment with the Company may be extended by the parties upon mutual written agreement signed by both parties or upon executing a new employment agreement.

 

4.   The Parties agree that Sections 4.a. and 4.b. of the First Amendment remain in their entirety and Section 4.c., is hereby deleted, except that the reference to December 31, 2021, in Section 4.b., of the First Amendment is hereby replaced with reference to December 31, 2022 as per paragraph 2 of this Second Amendment.

 

 

 
 
 

 

5.    Notwithstanding anything in this Second Amendment to the contrary, Section 5 of the Agreement (including all subparts), and all restrictive covenants, terms, and conditions contained therein, shall remain uninterrupted and in full force and effect. Neither this Second Amendment nor anything contained herein shall be deemed to have caused a break in Employee’s employment with the Company or otherwise serve as a basis for either Party to assert that the applicable post-employment restrictions have commenced.

 

6.    Section 7.c. of the Agreement is deleted in its entirety and replaced with new Section 7.c., which is hereby incorporated into the Agreement, as follows:

 

c.  This Agreement, as amended by that certain First Amendment to Amended and Restated Executive Employment Agreement between Employee and Company dated as of February 8, 2021, and as further amended by that certain Second Amendment to Amended and Restated Executive Employment Agreement between Employee and Company dated as of February 7, 2022, constitutes the entire understanding between Employee and the Company with respect to the subject matter hereof and supersedes any and all prior understandings and agreements, written or oral, with respect to the subject matter hereof. Except as provided in Section 5.h., this Agreement may not be amended or modified except in a writing signed by both parties hereto.

 

7.    Except as modified herein, all terms and conditions of the Agreement shall remain unchanged and in full force and effect. To the extent that there is any inconsistency between the terms and conditions of this Second Amendment and the terms and conditions of the Agreement, the terms and conditions of this Second Amendment shall prevail.

 

8.    This Second Amendment may be executed in any number of counterparts, all of which together shall constitute one and the same instrument. Signing of this Second Amendment and transmission of the signed Second Amendment by electronic document transfer will be acceptable and binding upon the parties as of the Effective Date.

 

The undersigned, intending to be legally bound, have executed this Second Amendment to the Amended and Restated Executive Employment Agreement and shall be effective as of the Effective Date noted above.

 

JEFFREY G. MCGONEGAL

 

 

 

RIOT BLOCKCHAIN, INC.

 

/s/ Jeffrey G. McGonegal

(Signature)

  By: /s/ Jason Less       
   

Name: Jason Les

Title: Chief Executive Officer