SEC File Number



767292 105




Washington, D.C. 20549


FORM 12b-25





(Check One): þ Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR


For Period Ended: December 31, 2019


o Transition Report on Form 10-K

o Transition Report on Form 20-F

o Transition Report on Form 11-K

o Transition Report on Form 10-Q

o Transition Report on Form N-SAR


For the Transition Period Ended:           


Read Instruction (on back page) Before Preparing Form.  Please Print or Type.

Nothing in this form shall be construed to imply that the Commission

has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:





Full name of Registrant



Former Name if Applicable


202 6th Street, Suite 401

Address of Principal Executive Office (Street and Number)


Castle Rock, CO 80104

City, State and Zip Code






PART II - RULE 12b-25(b) AND (c)


If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)


  (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
þ (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR, or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
  (c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR, or the transition report portion thereof could not be filed within the prescribed time period.

(Attach extra sheets if needed.)

Riot Blockchain, Inc. (“Riot” or the “Registrant”) has determined that it is unable to file with the Securities and Exchange Commission the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Form 10-K”) within the prescribed time period without unreasonable effort or expense. The Registrant requires additional time to ensure the accuracy of its 2019 financial information, and to complete the required discussion and analysis of the Registrant’s business, due to the current economic environment, including circumstances related to the novel coronavirus (COVID-19) global outbreak. The resulting delays have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the Registrant. The Registrant undertakes the responsibility to file such report no later than fifteen (15) days after its original prescribed due date.



(1)   Name and telephone number of person to contact in regard to this notification


Jeffrey G. McGonegal, CEO (303) 794-2000
(Name) (Area Code)  (Telephone Number)


(2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?  If the answer is no, identify report(s).   Yes þ    No o


(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?  Yes o     No þ


If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.






(Name of Registrant as Specified in Charter)


Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 17, 2020 By: /s/ Jeffrey G. McGonegal  
    Jeffrey G. McGonegal  
    Chief Executive Officer