Annual report pursuant to Section 13 and 15(d)

Subsequent Events

v3.21.1
Subsequent Events
12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events

Note 16. Subsequent Events:

Financing

During January 2021, in connection with the Company’s Sales Agreement, as amended with H.C. Wainwright, the Company received gross proceeds of approximately $84.8 million from the sale of 4,433,468 shares of common stock, with an average fair value of $19.13 per share, in the December 2020 ATM Offering. With the sale and issuance of these shares, all $200 million in shares of the Company’s common stock registered under the December 2020 Registration Statement had been issued and the Company completed the December 2020 ATM Offering. Under the terms of the December 2020 ATM Offering, the Company only issued shares of its common stock.

Common Stock

Subsequent to December 31, 2020, 242,645 shares of common stock were issued to members of the Company’s board of directors, officers, employees and advisors of the Company in settlement of an equal number of fully vested restricted stock units awarded to such individuals by the Company pursuant to grants made under the Company’s 2019 Equity Plan. The Company withheld 40,250 of these shares at a fair value of approximately $0.3 million, to cover the withholding taxes related to the settlement of these vested restricted stock units.

Subsequent to December 31, 2020, for 2021 services the Company awarded 41,440 restricted shares of common stock to directors, employees and advisors generally vesting over a one-year period.

Subsequent to December 31, 2020, the Company issued 415,657 shares of its common stock in connection with the exercise of 415,657 common stock warrants for net proceeds of approximately $0.8 million.

Subsequent to December 31, 2020, warrants to purchase 1,257,235 shares of common stock were exercised on a cashless basis for 543,686 shares of common stock.

Subsequent to December 31, 2020, 2,000 shares of the Company’s Series B preferred stock were converted into 2,000 shares of its common stock, leaving 2,199 shares outstanding.

F-36


Index

Riot Blockchain, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

(in thousands, except for share and per share amounts)

 

Commitments

Executive Employment Agreements

On February 8, 2021, Mr. Jason Les, agreed to serve as the Company’s Chief Executive Officer (“CEO”), effective on the same date. Mr. Les and the Company entered into an Executive Employment Agreement, (the “Les Employment Agreement”), pursuant to which Mr. Les has agreed to serve as the Company’s CEO for a five (5) year term, which renews for successive one (1) year terms after the expiration of the initial term. As CEO, Mr. Les will receive a prorated annual salary of $240,000 and ten (10) bitcoin. Pursuant to the Les Employment Agreement, Mr. Les was also awarded an initial equity award of 25,000 restricted stock units (RSUs) under and pursuant to the 2019 Equity Incentive Plan (the “Plan”), which RSUs are eligible to vest in four (4) equal quarterly installments on the first day following the end of each fiscal quarter following his appointment as CEO.

On February 8, 2021, Mr. Jeffrey McGonegal, who was appointed CEO in early 2019, agreed to focus on his long-standing position as the Company’s Chief Financial Officer (“CFO”), effective as of the same date the Company and Mr. McGonegal entered into the First Amendment to the Amended and Restated Executive Employment Agreement (the “Amended McGonegal Employment Agreement”), pursuant to which Mr. McGonegal agreed to continue to serve as the Company’s CFO through February 7, 2022. The Amended McGonegal Employment Agreement amends the Amended and Restated Executive Employment Agreement, dated as of February 7, 2020, between Mr. McGonegal and the Company. Under the Amended McGonegal Employment Agreement, Mr. McGonegal will receive a prorated annual salary of $360,000. Pursuant to the Amended McGonegal Employment Agreement, Mr. McGonegal was also awarded an initial equity award of 20,000 RSUs pursuant to the 2019 Equity Plan, which RSUs are eligible to vest in four (4) equal quarterly installments.

Cryptocurrency Miner Purchases

Pursuant to a purchase agreement dated effective as of March 11, 2021, with Bitmain, the Company acquired an additional 1,500 model S19j (90 TH/S) Antminers, for a total purchase price of approximately $7.3 million, of which $3.6 million was paid to Bitmain as a partially-refundable deposit on the acquisition of these 1,500 new model S19j miners, which are scheduled to be delivered in October 2021.