Riot Platforms Inc. filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 – Other Events.
On April 24, 2025, Riot Platforms, Inc. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) to its effective automatic shelf registration statement on Form S-3ASR, as previously filed with the SEC on August 9, 2024 (File No. 333-281454) to register the resale of up to 8,200,000 shares of the Company’s common stock, no par value per share, (the “Common Stock”) by Rhodium 2.0 LLC who is the Selling Stockholder identified in the Prospectus Supplement (the “Selling Stockholder”). The shares of Common Stock are being issued as part of the consideration for the acquisition by the Company’s wholly-owned subsidiary, Whinstone US, Inc. of specific assets of Rhodium Encore LLC (together with its affiliates, “Rhodium”) and settlement of all disputes between the Company and Rhodium under Federal Rule of Bankruptcy Procedure 9019 (the “Transaction”). The shares of our Common Stock being offered for resale by the Selling Stockholder will be issued to the Selling Stockholder upon execution of the purchase and sale agreement in connection with the Transaction.
This Item 8.01 is being filed solely for the purpose of filing the opinion of Womble Bond Dickinson, LLP relating to the validity of the shares of Common Stock registered for resale by the Selling Stockholder pursuant to the Prospectus Supplement, a copy of which is attached as Exhibit 5.1 hereto.
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: April 24, 2025