PART III – NARRATIVE
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.
Riot Blockchain, Inc. (the “Registrant”) is unable, without unreasonable effort or expense, to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Quarterly Report”) by the August 9, 2022, deadline for the reasons discussed below.
The Registrant is required to perform goodwill impairment assessments at least annually, and more frequently if indicators of impairment exist. In response to recent adverse changes in business climate, including decreases in the price of Bitcoin and increased volatility of equity markets, as evidenced by declines in the market price of the Registrant’s securities, those of its peers, and major market indices, the Registrant has determined to perform an impairment assessment of its carrying value of recorded goodwill. The complexity of analyzing the impact of various global macroeconomic and geopolitical factors, such as the ongoing war in Ukraine, global logistics slowdowns, and recent significant inflationary pressures, on the Registrant’s carrying value of recorded goodwill is causing a delay in finalizing the Registrant’s accounting determinations, which must be concluded before the Registrant’s interim financial statements to be included in the Quarterly Report can be completed.
For the foregoing reasons, the Registrant requires additional time to complete the procedures relating to its review and assessment of its carrying value of recorded goodwill; and, as a result, is unable to file the Quarterly Report within the prescribed time period. The Registrant is working diligently to complete this goodwill impairment assessment, and it expects to file the Quarterly Report within the five-day extension of the time period to file the Quarterly Report provided by Rule 12b-25 under the Securities Exchange Act of 1934, as amended.
https://www.sec.gov/Archives/edgar/data/0001167419/000107997322000946/riot_nt10q.htm
