UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 – Entry into a Material Definitive Agreement.
On April 28, 2025, Whinstone US, Inc. (together with its affiliates, “Whinstone”), a wholly owned subsidiary of Riot Platforms, Inc. (the “Company”), entered into a purchase and sale agreement (the “Agreement”) to acquire all tangible and certain intangible property of Rhodium Encore LLC (together with its affiliates, the “Sellers” and together with Whinstone, the “Parties”), located at the Company’s facility in Rockdale, Texas (the “Facility”), terminated all legacy hosting agreements with Rhodium, and settled all disputes between the Company and Rhodium under Federal Rule of Bankruptcy Procedure 9019 (the “Transaction”). The Transaction was conducted pursuant to Section 363 of the Bankruptcy Code as part of the Sellers’ bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of Texas. All capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement.
The total purchase price for the assets was $185.0 million, and consisted of approximately $129.9 million in cash, payable at Closing, $6.1 million return of Rhodium’s power security deposit, and 6,989,800 shares, worth approximately $49.0 million, of the Company’s common stock, no par value per share. Such shares were priced using the ten (10) trading day volume-weighted average price of the Company’s shares as of market close on April 25, 2025.
Pursuant to the Agreement, Whinstone acquired substantially all tangible and certain intangible property of the Sellers located at the Facility, including Rhodium’s 125 MW of power capacity at the Facility. Certain of Rhodium’s assets were excluded from the transaction including cash, cryptocurrency and other digital assets, intellectual property, and certain real property not associated with the Facility, as further identified in Schedule EA to the Agreement.
In connection with the Agreement, the Company and Whinstone entered into a Compromise, Release and Settlement Agreement, the form of which is attached as Exhibit A to the Agreement, pursuant to which Whinstone, the Company, and the Sellers mutually released all claims related to various pending litigations, arbitrations, and disputes associated with prior hosting and operational agreements, including matters pending in Bankruptcy Court, and appeals, and agreed to dismiss with prejudice all related legal proceedings.
The Agreement includes representations, warranties, covenants, events of default and other customary provisions for a purchase and sale agreement of this type.
The foregoing description of the Agreement and the related ancillary agreements does not purport to be complete and are qualified in their entirety by reference to the full text of the Agreement and its attached exhibits, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.
Item 2.02 – Results of Operations and Financial Condition.
On May 1, 2025, the Company issued a press release (the “Press Release”) and an update on the Company’s business and financial results and results of operations for the three months ended March 31, 2025 (the “Q1 2025 Earnings Deck”) on its website, www.riotplatforms.com, under the “Investor Relations” tab. The full text of the Press Release and the Q1 2025 Earnings Deck are attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 and 99.2, respectively.
The information under this Item 2.02 of this Report, including Exhibits 99.1 and 99.2 attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 – Financial Statements and Exhibits.
(d)Exhibits.
EXHIBIT INDEX
The following exhibits are filed or furnished herewith:
Exhibit No. |
| Description |
10.1 *† | Purchase and Sale Agreement, dated April 28, 2025, by and among Whinstone and the Sellers. | |
99.1 | ||
99.2 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
† Certain schedules and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
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: May 1, 2025