AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
REGISTRATION NO. 333-__________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DCD.C. 20549
FORM S-3
REGISTRATION STATEMENT
Riot Blockchain, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
84-1553387
I.R.S. Employer Identification Number
834-F South Perry202 6th Street, Suite 443401
Castle Rock, CO 80104
303-794-2000
(Address, including zip code, and telephone number, including
John O’Rourke
202 6th Street, Suite 443
401
Castle Rock, CO 80104
303-794-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Harvey Kesner, Esq.
Sichenzia Ross Ference Kesner LLP
1185 Avenue of the Americas, 37th Floor
New York, New York 10036
Phone: 212-930-9700
Fax: 212-930-9725
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.box: o¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,plants, check the following box.box: xþ
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of " large"large accelerated filer ", " accelerated filerfiler", "accelerated filer", "smaller reporting company " and " smaller reporting company ""emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | Accelerated filer | Non-accelerated filer ¨ (do not check if smaller reporting company) | Smaller reporting company | 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.¨
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be Registered(1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||||||||||
| Common stock, no par value per share | 900,000 | $ | 4.16 | (2) | $ | 3,739,500 | $ | 433.41 | ||||||||
| Common stock, no par value per share, issuable upon conversion of convertible promissory notes (3) | 1,957,161 | $ | 4.16 | (2) | $ | 8,132,004 | $ | 942.50 | ||||||||
| Common stock, no par value per share, issuable upon exercise of warrants | 2,800,000 | $ | 4.16 | (2) | $ | 11,634,000 | $ | 1,348.38 | ||||||||
| TOTAL | 5,657,161 | $ | 4.16 | $ | 23,505,504 | $ | 2,724.29 | * | ||||||||
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Title of each class of Securities to be registered |
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Common stock, no par value per share |
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Preferred stock, no par value per share |
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Warrants(4) |
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Units(5) |
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Total |
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| $ | 100,000,000 |
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| $ | $12,450 |
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(1)
There are being registered hereunder such indeterminate number of shares of common stock, preferred stock, and warrants to purchase common stock or preferred stock, as shall have an aggregate initial offering price not to exceed $100,000,000. The Registrantsecurities registered also include such indeterminate amounts and numbers of common stock and preferred stock as may be issued upon conversion of or exchange for preferred stock that provide for conversion or exchange, upon exercise of warrants, or pursuant to the antidilution provisions of any such securities.
(2)
In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $100,000,000.
(3)
Calculated pursuant to Rule 457(o) under the Securities Act. The total amount is being paid herewith.
(4)
Includes warrants to purchase common stock and warrants to purchase preferred stock.
(5)
Any of the securities registered hereunder may be sold separately, or as units with other securities registered hereby. We will determine the proposed maximum offering price per unit when we issue the above listed securities. The proposed maximum per unit and aggregate offering prices per class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered under this registration statement and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrantregistrant shall file a further amendment thatwhich specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until thisthe Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed. We may not sell these securities or accept an offeruntil the registration statement relating to buy these securities untilthat has been filed with the Securities and Exchange Commission declares our registration statementis effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
(Subject to Completion, Dated July 19, 2017
PROSPECTUS
$100,000,000
RIOT BLOCKCHAIN, INC.
Common Stock Offered by the Selling Stockholders
Preferred Stock Issuable Upon Conversion of 2% Convertible Promissory Notes Offered by the Selling Stockholders
Warrants Offered by the Selling Stockholders
Units
We may from time to time, in one or more offerings at prices and on terms that we will determine at the time of 5,657,161 shares ofeach offering, sell common stock, no par value per share (the "Common Stock"),preferred stock, warrants, or a combination of these securities, or units, for an aggregate initial offering price of up to $100,000,000. This prospectus describes the general manner in which includes (i) 900,000 sharesour securities may be offered using this prospectus. Each time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of Common Stock, (ii) 1,957,161 shares of Common Stock issuable upon the conversion of outstanding 2% convertible promissory notes (the "Notes") and (iii) 2,800,000 shares of Common Stock issuable upon the exercise of outstanding warrants held by the selling stockholders namedthat offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. We will not receiveYou should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to be incorporated by reference in this prospectus before you purchase any of the proceeds from the sale of shares by the selling stockholders.
This prospectus may sell the shares of Common Stock described in this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell their shares of Common Stock in the section entitled "Plan of Distribution" on page 8. The selling stockholders will bear all commissions and discounts, if any, attributable to the sale or disposition of the shares, or interests therein. We will bear all costs, expenses and fees in connection with the registration of the shares. We will not be paying any underwriting discounts or commissions in this offering.
Our Common Stockcommon stock is presently listedcurrently traded on Thethe NASDAQ Capital Market under the symbol "BIOP."“RIOT.” On July 17, 20179, 2018, the last reported salesales price for our common stock was $4.865 per share. We will apply to list any shares of our Common Stock was $4.00. common stock sold by us under this prospectus and any prospectus supplement on the NASDAQ Capital Market. The applicable prospectus supplement will contain information, where applicable, as to any other listing of the securities on Thethe NASDAQ Capital Market or any other securities market or other exchange of the securities, if any, covered by the prospectus supplement .
The aggregate market value of our outstanding common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 was approximately $129,448,161 based on 13,645,198 shares of common stock outstanding, of which 13,611,794 shares were held by non-affiliates, and a last reported sale price on the NASDAQ Capital Market of $9.51 per share on May 17, 2018. We have not sold any securities pursuant to General Instruction I.B.6. of Form S-3 during the prior 12 calendar month period that ends on and includes the date hereof.
The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 2, in our securities involves various risks. See "Risk Factors"addition to Risk Factors contained herein for more information on these risks.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy ofdetermined if this prospectus is truthful or any accompanying prospectus supplement.complete. Any representation to the contrary is a criminal offense.
We may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of this Prospectusthe securities their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities through agents, underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of such securities. See “Plan of Distribution.”
This prospectus is July 19, 2017.
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You should rely only on the information contained or incorporated by reference in this prospectus "Bioptix," "the Company," "we," "us,"or any prospectus supplement. We have not authorized anyone to provide you with information different from that contained or incorporated by reference into this prospectus. If any person does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You should assume that the information contained in this prospectus or any prospectus supplement is accurate only as of the date on the front of the document and "our" refer to Bioptix, Inc., a Colorado corporation, unless the context otherwise requires.
This prospectus is part of a high degree of risk. Before making an investment decision, you should carefully consider the risks, uncertainties and forward-looking statements described under "Risk Factors" in Item 1A of our most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2016registration statement that we filed with the Securities and Exchange Commission, (the "SEC") on March 31, 2017, as well asor SEC, using a “shelf” registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus in one of more offerings up to a total dollar amount of proceeds of $100,000,000. This prospectus describes the general manner in which our securities may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus or in documents incorporated by reference intoin this prospectus. The prospectus supplement that contains specific information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences and any risk factors or other special considerations applicable to those securities. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus and any prospectus supplement together with the additional risk factor set forth below. Ifinformation described under “Where You Can Find More Information” before buying any of these risks weresecurities in this offering.
In this prospectus, “Riot Blockchain,” “the Company,” “we,” “us,” and “our” refer to occur, our business, financial condition or results of operations would likely suffer. In that event,Riot Blockchain, Inc. (f/k/a: Bioptix, Inc.), a Nevada corporation, unless the value of our securities could decline,
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"“Securities Act”), and Section 21E of the Securities Exchange Act.Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact. These forward-looking statements are based on our current expectations and projections about future events and they are subject to risks and uncertainties known and unknown that could cause actual results and developments to differ materially from those expressed or implied in such statements.
In some cases, you can identify forward-looking statements by terminology, such as "expects," "anticipates," "intends," "estimates," "plans," "believes," "seeks," "may," "should", "could"“expects,” “anticipates,” “intends,” “estimates,” “plans,” “believes,” “seeks,” “may,” “should,” “could” or the negative of such terms or other similar expressions. Accordingly, these statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this prospectus.
You should read this prospectus and the documents that we reference herein and therein and have filed as exhibits to the registration statement, of which this prospectus is part, completely and with the understanding that our actual future results may be materially different from what we expect. You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus or such prospectus supplement only. Because the risk factors referred to above, as well as the risk factors referred to on page 4 of this prospectus and incorporated herein by reference, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events.events, except as may be required under applicable law. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. We qualify all of the information presented in this prospectus and any accompanying prospectus supplement, and particularly our forward-looking statements, by these cautionary statements.
The primary focus of the Company is our cryptocurrency mining operations currently located in Oklahoma City and potential establishment of other mining operations in other locations around the world, along with our investigation of the launch of a cryptocurrency exchange in the United States. That operational focus and completed Kairos Global Technology, Inc. and Tess Inc. acquisitions and Coinsquare investment, reflect a strategic decision by the Company to pursue blockchain and digital currency related operation (in addition to the historical legacy veterinary and life science-oriented businesses of the Company).
We were incorporated on July 24, 2000 in the state of Colorado under the name AspenBio, Inc., which was subsequently changed to AspenBio Pharma, Inc. In December 2012, we changed our name to Venaxis, Inc. and in 2016, in connection with our acquisition of BiOptix Diagnostics, Inc., we changed our name to Bioptix, Inc. and as of October 19, 2017 we changed our name to Riot Blockchain, Inc. In September 2017, we changed our state of incorporation to Nevada from Colorado. Our principal executive offices are located at 202 6th Street, Suite 401, Castle Rock, CO 80104 and our telephone number is (303) 794-2000. Our website address is www.riotblockchain.com. The information contained on, or accessible through, our website is not part of this prospectus.
Investing in our securities involves a high degree of risk. Before making an investment decision, you should consider carefully the risks, uncertainties and other factors described in our most recent Annual Report on Form 10-K, as amended, and as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed or will file with the SEC, which are incorporated by reference into this prospectus.
Our business, affairs, prospects, assets, financial condition, results of operations and cash flows could be materially and adversely affected by these risks. For more information about our SEC filings, please see “Where You Can Find More Information”.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement, we intend to use the net proceeds from any disposition of the shares covered hereby would be received by the selling stockholders. We will not receive any of the proceeds from the sale of our Common Stockthe securities under this prospectus for working capital and general corporate purposes.
General
We are authorized to issue 170,000,000 shares of common stock, no par value per share.
Holders of the Company’s common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of the Company’s common stock representing a third of the voting power of the Company’s capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of stockholders. A vote by the selling stockholders other thanholders of a majority of the net proceedsCompany’s outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the Company’s certificate of incorporation.
Holders of the Company’s common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of a liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, warrants exercisedhaving preference over the common stock. The Company’s common stock has no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the Company’s common stock.
Transfer Agent and Registrar
The transfer agent and registrar for cash.
Listing
Our common stock is currently traded on the NASDAQ Capital Market under the symbol “RIOT.”
DESCRIPTION OF TRANSACTIONS
General
The Company’s articles of incorporation authorize the issuance of 15,000,000 shares of “blank check” preferred stock, no par value per share, in one or more series, subject to any limitations prescribed by law, without further vote or action by the stockholders. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by our board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.
Preferred stock is available for possible future financings or acquisitions and for general corporate purposes without further authorization of stockholders unless such authorization is required by applicable law, the rules of the NASDAQ Capital Market or other securities exchange or market on which our stock is then listed or admitted to trading.
Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes could, under some circumstances, have the effect of delaying, deferring or preventing a change in control of the Company.
A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:
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the title and stated or par value of the preferred stock;
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the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;
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the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
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whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
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the provisions for a sinking fund, if any, for the preferred stock;
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any voting rights of unitsthe preferred stock;
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the provisions for redemption, if applicable, of the preferred stock;
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any listing of the preferred stock on any securities exchange;
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the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period;
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if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock;
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and any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
The terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our securities, pursuantcommon stock to separate purchase agreements with certainbe received by the holders of preferred stock would be subject to adjustment.
Series B Preferred Stock
We have designated 1,750,001 shares of preferred stock as “0% Series B Convertible Preferred Stock.” The shares of Series B Preferred Stock are convertible into shares of common stock based on a conversion calculation equal to the stated value of the selling stockholders, at a purchase priceSeries B Preferred Stock, plus all accrued and unpaid dividends, if any, on such Series B Preferred Stock, as of $2.50 per unit. Each unit consistssuch date of onedetermination, divided by the conversion price. The stated value of each share of our CommonSeries B Preferred Stock is $6.80 and a three year warrant to purchase one share of Common Stock, at an exercisethe initial conversion price of $3.50 per share.
The holders may,of Series B Preferred Stock are entitled to receive dividends if and when declared by our Board of Directors. The Series B Preferred Stock will participate on an “as converted” basis, with all dividends declared on the Company's common stock. Such dividends will be paid by the Company out of funds legally available therefor, payable, subject to certain limitations, exercise the warrantsconditions and other terms hereof, in cash on a cashless basis. the stated value of such Series B Preferred Stock.
We are prohibited from effecting an exercisea conversion of any warrantthe Series B Preferred Stock to the extent that, as a result of any such exercise,conversion, the holder would beneficially own more than 9.99%4.99% percent of the number of shares of Common Stockcommon stock outstanding immediately after giving effect to the issuance of shares of Common Stockcommon stock upon exercise of such warrant.
The Series B Preferred Stock contains a blocker pursuant to which, if we agreed to sell up to $4,750,000have not obtained the approval of principal amount of Notes and three year warrants to certain of the selling stockholders. On March 16, 2017,our shareholders in accordance with NASDAQ Listing Rule 5635(d), then we satisfied all closing conditions and closed the transaction. The Notes are convertible into shares of Common Stock at an initial conversion price of $2.50. Each warrant is exercisable into shares of Common Stock at an exercise price equal to $3.56 per share.
| Name of Selling Stockholder | Number of Shares of Common Stock Beneficially Owned Before this Offering | Percentage of Common Stock Beneficially Owned Before this Offering** | Shares of Common Stock Offered in this Offering | Shares of Common Stock Beneficially Owned After this Offering | Percentage of Common Stock Beneficially Owned After this Offering** | |||||||||||||||
| Acquisition Group Limited | 200,000 | (1) | 3.64 | % | 200,000 | (1) | 0 | * | ||||||||||||
| Northurst Inc. | 554,100 | (2) | 9.99 | % | 800,000 | (2) | 0 | * | ||||||||||||
| Erick Richardson | 200,000 | (3) | 3.64 | % | 200,000 | (3) | 0 | * | ||||||||||||
| Melechdavid Inc. | 340,000 | (4) | 6.11 | % | 340,000 | (4) | 0 | * | ||||||||||||
| Mark Groussman c/f Alivia Groussman UTMA/FL | 80,000 | (5) | 1.47 | % | 80,000 | (5) | 0 | * | ||||||||||||
| Mark Groussman c/f Asher Groussman UTMA/FL | 80,000 | (6) | 1.47 | % | 80,000 | (6) | 0 | * | ||||||||||||
| Barry Honig | 543,000 | (7) | 9.99 | % | 406,017 | (8) | 504,000 | (9) | 8.53 | % | ||||||||||
| GRQ Consultants, Inc. Roth 401K FBO Barry Honig | 595,600 | (10) | 9.99 | % | 1,015,042 | (11) | 30,600 | * | ||||||||||||
| Titan Multi-Strategy Fund I, Ltd. | 592,400 | (12) | 9.99 | % | 1,704,066 | (13) | 15,000 | * | ||||||||||||
| US Commonwealth Life, A.I. Policy No. 2013-17 | 40,602 | (14) | 0.75 | % | 40,602 | (14) | 0 | * | ||||||||||||
| Robert R. O'Braitis | 81,204 | (15) | 1.48 | % | 81,204 | (15) | 0 | * | ||||||||||||
| Stockwire Research Group, Inc. | 40,602 | (16) | 0.75 | % | 40,602 | (16) | 0 | * | ||||||||||||
| Aifos Capital LLC | 121,805 | (17) | 2.21 | % | 121,805 | (17) | 0 | * | ||||||||||||
| Stetson Capital Management, LLC | 283,300 | (18) | 4.99 | % | 406,017 | (19) | 7,500 | * | ||||||||||||
| JAD Capital Inc. | 81,204 | (20) | 1.48 | % | 81,204 | (20) | 0 | * | ||||||||||||
| Richard Molinsky | 97,789 | (21) | 1.80 | % | 40,602 | (22) | 57,187 | 1.05 | % | |||||||||||
| Alan Honig | 20,000 | (23) | 0.19 | % | 20,000 | (23) | 0 | * | ||||||||||||
As of the date of this prospectus, there were 5,392,503are 703,000 shares of our CommonSeries B Convertible Preferred Stock issued and outstanding.
We may issue warrants for each share held on all matters submitted to a votethe purchase of shareholders, except that in the election of directors each shareholder shall have as many votes for each share held by him, herpreferred stock or it as there are directors to be elected and for whose election the shareholder has a right to vote. Cumulative voting is not permitted. Generally, all matters to be voted on by shareholders must be approved by a majority, or, in the case of the election of directors, by a plurality, of the votes cast at a meeting at which a quorum is present. Holders of outstanding shares of our Common Stock are entitled to those dividends declared by the Board of Directors out of legally available funds, and, in the event of our liquidation, dissolution or winding up of our affairs, holders are entitled to receive ratably our net assets available to the shareholders. Holders of our outstanding Common Stock have no preemptive, conversion or redemption rights. All of the issued and outstanding shares of our Common Stock are, and all unissued shares of our Common Stock, when offered and sold will be, duly authorized, validly issued, fully paid and nonassessable. To the extent that additional shares of our Common Stockcommon stock. Warrants may be issued in the future, the relative interests of the then existing shareholdersindependently or together with any preferred stock or common stock, and may be diluted.
The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
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if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
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the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
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any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
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the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
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the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
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the minimum or maximum amount of the warrants that may be applied firstexercised at any one time;
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information with respect to amounts due thereunderbook-entry procedures, if any;
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if appropriate, a discussion of Federal income tax consequences; and
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any other than principalmaterial terms of the warrants, including terms, procedures and interest, thereafterlimitations relating to interestthe exchange and finally to principal. Conversion privileges set forthexercise of the warrants.
Warrants for the purchase of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.
Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the Notes shall remainapplicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the warrant certificate are exercised, a new warrant certificate will be issued for the remaining warrants.
Prior to the exercise of any securities warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred stock purchasable upon exercise, including in full force and effect immediately from the date thereof and untilcase of securities warrants for the Note is paidpurchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.
As specified in full.
The applicable prospectus supplement will specify the following terms of 0% Series A Convertible Preferred Stock with any units in respect of which this prospectus is being delivered:
·
the Secretary of State. On the Filing Date, the Notes shall automatically, and without any further action on the partterms of the holders, be exchanged for sharesunits and of Series A Preferred Stock based on a ratio of $1.00 of stated value of Series A Preferred Stock for each $1.00any of the then outstanding principal amount plus any accrued but unpaid interest thereon, pursuant to Section 3(a)(9)common stock, preferred stock and warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
·
a description of the Securities Act. The Notesterms of any unit agreement governing the units; and warrants issued to each investor are being held in escrow pending the satisfaction of certain release conditions.
·
a description of the date hereof,provisions for the Notes and proceeds from the Notes remain in escrow. During this time, the selling stockholders are at market risk inasmuch as the pricepayment, settlement, transfer or exchange of the Company’s Common Stockunits.
We may fall below sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices. The prospectus supplement will include the following information:
·
the terms of the offering;
·
the names of any underwriters or agents;
·
the name or names of any managing underwriter or underwriters;
·
the purchase price of the Notessecurities;
·
any over-allotment options under which underwriters may purchase additional securities from us;
·
the net proceeds from the sale of the securities;
·
any delayed delivery arrangements;
·
any underwriting discounts, commissions and other items constituting underwriters’ compensation;
·
any initial public offering price;
·
any discounts or concessions allowed or reallowed or paid to dealers;
·
any commissions paid to agents; and
·
any securities exchange or market on which the securities may be listed.
Sale Through Underwriters or before suchDealers
Only underwriters named in the prospectus supplement are underwriters of the securities offered by the prospectus supplement.
If underwriters are releasedused in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from escrow,time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at all.varying prices determined by the dealers at the time of resale. The Notesprospectus supplement will include the names of the dealers and corresponding proceedsthe terms of the transaction.
Direct Sales and Sales Through Agents
We may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be released upon the execution of definitive documents for a Qualified Transaction (as definedinvolved. Such securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities purchase agreement). The selling stockholders are not irrevocably boundand will describe any commissions payable to receive the Notes as a Qualified Transactionagent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We may neversell the securities directly to institutional investors or others who may be consummated. In the event the Company failsdeemed to execute such definitive documentsbe underwriters within the proscribed time period, the Lead Investor has the right to waive such requirement and may approve the release of escrow in writing. The selling stockholders (other than the Lead Investor) do not have the ability to determine satisfactionmeaning of the escrow release .
Delayed Delivery Contracts
If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in a corporation held by the officer orfuture. The contracts would be subject only to those conditions described in the employment, fiduciary or agency relationship undertaken byprospectus supplement. The applicable prospectus supplement will describe the employee, fiduciary, or agent on behalfcommission payable for solicitation of those contracts.
Continuous Offering Program
Without limiting the generality of the corporation.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement states otherwise, other than our common stock all securities we offer mergerunder this prospectus will be a new issue and will have no established trading market. We may elect to list offered securities on an exchange or otherwise.in the over-the-counter market. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Therefore, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also engage in stabilizing transactions, syndicate covering transactions and Registrar
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The transfer agentunderwriters may, if they commence these transactions, discontinue them at any time.
General Information
Agents, underwriters, and registrardealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the Securities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for our Common Stock is Corporate Stock Transfer, Inc., Denver, Colorado.
LEGAL MATTERS
The validity of the issuance of the securities offered herebyby this prospectus will be passed upon for us by counsel. Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated balance sheet of Riot Blockchain, Inc. (formerly: Bioptix, Inc.) and Subsidiaries as of December 31, 2017, and the related consolidated statements of operations, stockholders' equity, and cash flows for the year then ended have been audited by MNP LLP, as stated in their report, which is incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.
The consolidated balance sheet of Riot Blockchain, Inc. (formerly: Bioptix, Inc.) and Subsidiary as of December 31, 2016, and the related consolidated statements of operations, stockholders'stockholders’ equity, and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein by reference, which report includes an explanatory paragraph relating to auditing the adjustments to the 2015 financial statements to retrospectively reflect the reverse stock split.reference. Such financial statements have been incorporated herein by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and currentspecial reports, proxy statements andalong with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read without charge, and copy the documentsany document we file at the SEC's public reference rooms in Washington, D.C.SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549, or in New York, New York and Chicago, Illinois. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost.D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from the SEC's website at http://www.sec.gov. In addition, we make available on or through our Internet site copiesPublic Reference Room.
This prospectus is part of these reports as soon as reasonably practicable after we electronically file or furnish them to the SEC. Our Internet site can be found at www.venaxis.com.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This prospectus is part of thea registration statement butfiled with the registration statement includes and incorporates by reference additional information and exhibits.SEC. The Securities and Exchange Commission permitsSEC allows us to "incorporate“incorporate by reference"reference” into this prospectus the information contained in documentsthat we file with the Securities and Exchange Commission,them, which means that we can disclose important information to you by referring you to those documents rather than by including them in this prospectus. Information that isdocuments. The information incorporated by reference is considered to be part of this prospectus, and you should read it with the same care that you read this prospectus. Informationinformation that we file later with the Securities and Exchange CommissionSEC will automatically update and supersede the information that is either contained, orthis information. The following documents are incorporated by reference in this prospectus, and will be considered to bemade a part of this prospectus fromprospectus:
·
Annual Report on Form 10-K for the date those documentsyear ended December 31, 2017 filed on April 17, 2018 as amended by our annual report on Form 10-K/A filed on April 30, 2018 and our annual report on Form 10-K/A filed on June 29, 2018;
·
Quarterly Report on Form 10-Q filed on May 17, 2018;
·
Definitive Proxy Statement and definitive additional materials on Schedule 14A filed on March 26, 2018, April 2, 2018, May 8, 2018, May 14, 2018, and June 8, 2018;
·
Current Reports on Form 8-K or Form 8-K/A (excluding any reports or portions thereof that are filed. We havedeemed to be furnished and not filed) filed with the Securitieson January 5, 2018, January 11, 2018, January 18, 2018, January 31, 2018, February 9, 2018, February 16, 2018, February 23, 2018, February 28, 2018, March 12, 2018, March 27, 2018, April 10, 2018, May 15, 2018, May 25, 2018, and Exchange Commission,June 15, 2018; and incorporate
·
Our Registration Statement on Form 8-A filed on August 27, 2007 and as amended by reference in this prospectus:
We also incorporate by reference all additional documents that we file with the Securities and Exchange Commission under the terms of Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act that are made after the date of the initial registration statement but prior to effectiveness of the registration statement and after the date of this prospectus but prior to the termination of the offering of the securities covered by this prospectus. We are not, however, incorporating, in each case, any documents or information that we are deemed to furnish and not file in accordance with Securities and Exchange Commission rules.
You may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (303) 545-5550794-2000 or by writing to us at the following address:
Riot Blockchain, Inc.
834-F South Perry202 6th Street, Suite 443401
Castle Rock, CO 80104
(303) 794-2000
$100,000,000
Common Stock
Preferred Stock
Warrants
Units
RIOT BLOCKCHAIN, INC.
Prospectus
, 2018
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth an estimate of the feescosts and expenses relating topayable by the issuance and distribution of the securities being registered hereby,Registrant in connection with this offering, other than underwriting discountscommissions and commissions,discounts, all of which shall be borne by the Registrant. All of such fees and expenses,are estimated except for the SEC registration fee are estimated:
| SEC registration fee | $ | 2,724 | ||
| Transfer agent's fees and expenses | $ | 1,000 | ||
| Legal fees and expenses | $ | 10,000 | ||
| Printing fees and expenses | $ | 1,000 | ||
| Accounting fees and expenses | $ | 7,500 | ||
| Miscellaneous fees and expenses | $ | 776 | ||
| Total | $ | 23,000 |
fee.
Item 15. Indemnification | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nevada Revised Statutes Sections 78.7502 and 78.751 provide us with the power to indemnify any of our officers, directors employees and agents against reasonably incurred expenses (including legal fees), judgments, penalties, fines and amounts incurred in the settlement of any action, suitofficers. The director or proceeding if it is determined that such personofficer must have conducted himselfhimself/herself in good faith and reasonably believe that he reasonably believed (i) in the case of conduct in his official capacity, that hishis/her conduct was in, our best interest, (ii) in all other cases (except criminal proceedings) that his conduct was at leastor not opposed to, our best interests,interests. In a criminal action, the director, officer, employee or (iii) in the case of any criminal proceeding, that he hasagent must not have had reasonable cause to believe that hishis/her conduct was unlawful.
Under Revised Statutes Section 78.751, advances for expenses may be made by a majority voteagreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.
Our Articles of a committeeIncorporation provide that our officers and directors shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the board, consistingState of twoNevada against all expenses, liability and loss (including attorneys' fees, judgments, fines and amounts paid or moreto be paid in settlement) reasonably incurred or suffered by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding related to their service as an officer or director. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. We must pay the expenses of officers and directors whoincurred in defending a civil or criminal action, suit or proceeding as they are not parties to the proceeding. Directors who are parties to the proceeding may participateincurred and in the designation of members to serve on the committee. If a quorumadvance of the boardfinal disposition of the action, suit or a committee cannot be established,proceeding, upon receipt of an undertaking by or on behalf of the determination may be made (i) by independent legal counsel selecteddirector or officer to repay the amount if it is ultimately determined by a votecourt of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors or officers may have or hereafter acquire.
Our Articles of Incorporation provide that we may adopt bylaws to provide at all times the fullest indemnification permitted by the laws of the boardState of directors or committeeNevada, and may purchase and maintain insurance on behalf of any of officers and directors. The indemnification provided in the manner described in this paragraph or, ifour Articles of Incorporation shall continue as to a quorum cannotperson who has ceased to be obtained or a committee cannot be established, by independent legal counsel selected by a majority of the full board (including directors who are parties to the proceeding) or (ii) by a vote of the shareholders. Anydirector, officer, director, employee or agent, may seek court-ordered indemnification from the court conducting the proceeding. The court may then determine whether such person should be entitled to indemnification.
Our Bylaws provide that a claim for indemnification against such liabilities (other than the payment by us of expenses incurreddirector or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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Item 16. Exhibits.
Exhibit | |||
Number | Description of Document | ||
1.1 | Form of Underwriting Agreement.* | ||
4.1 | |||
4.2 | |||
4.3 | |||
4.4 | Form of Certificate of Designation.* | ||
4.5 | Form of Preferred Stock Certificate.* | ||
4.6 | Form of Warrant Agreement.* | ||
4.7 | Form of Warrant Certificate.* | ||
4.8 | Form of Stock Purchase Agreement.* | ||
4.9 | Form of Unit Agreement.* | ||
5.1 | |||
23.1 | |||
23.2 | |||
23.3 | |||
*
To be filed by amendment or by a Current Report on Form 8-K and incorporated by reference herein.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent20% change in the maximum aggregate offering price set forth in the "Calculation“Calculation of Registration Fee"Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided,
however,(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'sregistrant’s annual report pursuant to Sectionsection 13(a) or Sectionsection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan'splan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d)
The registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Castle Rock, State of Colorado on the 19th10th day of July, 2017.
/s/ John R. O'Rourke | |||
John R. O'Rourke | |||
Chief Executive Officer (Principal Executive Officer) | |||
/s/ | |||
Robby Chang | |||
Chief Financial Officer (Principal Financial and Accounting Officer) |
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby appoint Michael M. BeeghleyJohn R. O'Rourke and Jeffrey G. McGonegalRobby Chang as their attorneys-in-fact, with full power of substitution, to execute in their names and on behalf of the Registrant and each such person, individually and in each capacity stated below, one or more amendments (including post-effective amendments and registration statements filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended and otherwise) to this Registration Statement as the attorney-in-fact acting on the premise shall from time to time deem appropriate and to file any such amendment to this Registration Statement with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||||
/s/ | Chief Executive Officer, Director | July | ||||
John R. O'Rourke | (Principal Executive Officer) | |||||
/s/ | Chief Financial Officer | July | ||||
Robby Chang | (Principal Financial and Accounting Officer) | |||||
/s/ Andrew Kaplan | Director | July | ||||
Andrew Kaplan | ||||||
/s/ Remo Mancini | Director | July 10, 2018 | ||||
Remo Mancini | ||||||
/s/ Jason Les | Director | July 10, 2018 | ||||
Jason Les |
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