RIOT Riot Platforms Inc

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As filed with the U.S. Securities and Exchange Commission on December 21, 2023.

Registration No. 333-____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

RIOT PLATFORMS, INC.

(Exact name of registrant, as specified in its charter)

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2019 Equity Incentive Plan,

as amended

(Full title of the plan)

William Jackman

Executive Vice President and General
Counsel
3855 Ambrosia Street, Suite 301,
Castle Rock, CO 80109

(Name and address of agent for service)

(303) 794-2000

(Telephone number of agent for service)

With copy to:

Scott Y. MacTaggart
Lewis Roca Rothgerber Christie LLP
3993 Howard Hughes Parkway, Suite 600
Las Vegas, NV 89169
Phone: (702) 474-2610

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.☐

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EXPLANATORY NOTE

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8

Riot Platforms, Inc., a Nevada corporation, (“Riot,” the “Registrant,” the “Company,” “we,” “us” or “our”) is filing this registration statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) to register the issuance of up to an additional 13,000,000 shares of Riot’s common stock, no par value per share, (“Common Stock”) reserved for issuance with respect to equity awards made under the Company’s 2019 Equity Incentive Plan, as amended (the “2019 Equity Plan”). These 13,000,000 additional shares of Common Stock have been reserved for issuance under the 2019 Equity Plan pursuant to the Fifth Amendment to the 2019 Equity Plan, as approved by the Registrant’s stockholders, as of December 14, 2023, at a special meeting of Riot’s stockholders held on that date.

This is the fifth (5^th) registration statement on Form S-8 filed with the SEC with respect to issuances of Common Stock pursuant to equity awards made under the 2019 Equity Plan, including the following prior registration statements (collectively, the “Prior Registration Statements”): (i) the Registration Statement on Form S-8 (File No. 333-235355) filed with the SEC on December 5, 2019 to register the issuance of up to 3,930,603 shares of Common Stock (including 330,603 shares of Common Stock originally reserved for issuance under the Registrant’s former employee equity incentive plan, which, by the terms of the 2019 Equity Plan, became available for issuance under the 2019 Equity Plan upon its adoption); (ii) the Registration Statement on Form S-8 (File No. 333-261086) filed with the SEC on November 15, 2021 to register, pursuant to General Instruction E of Form S-8, the issuance of up to 7,900,000 additional shares of Common Stock reserved for issuance with respect to equity awards made under the 2019 Equity Plan pursuant to the first and second amendments to the 2019 Equity Plan; (iii) the Registration Statement on Form S-8 (File No. 333-267567) filed with the SEC on September 23, 2022 to register, pursuant to General Instruction E of Form S-8, the issuance of up to 10,000,000 additional shares of Common Stock reserved for issuance with respect to equity awards made under the 2019 Equity Plan pursuant to the third amendment to the 2019 Equity Plan; and (iv) the Registration Statement on Form S-8 (File No. 333-273235) filed with the SEC on July 13, 2023 to register, pursuant to General Instruction E of Form S-8, the issuance of up to 4,000,000 additional shares of Common Stock reserved for issuance with respect to equity awards made under the 2019 Equity Plan pursuant to the fourth amendment to the 2019 Equity Plan. The Prior Registration Statements are currently effective.

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This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding the registration of additional securities relating to an employee benefit plan. Accordingly, pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference into and makes a part of this Registration Statement the contents of the Prior Registration Statements relating to the 2019 Equity Plan, including periodic reports that the Registrant filed after the Prior Registration Statements became effective to maintain current information about the Registrant, except as amended by this Registration Statement and later periodic reports filed by the Registrant after this Registration Statement becomes effective.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Information required by Part I of Form S-8 will be contained in Section 10(a) prospectus(es) to be delivered to participants in the 2019 Equity Plan and is omitted from this Registration Statement pursuant to Rule 428 of the Securities Act. The documents containing information specified in Part I will be sent or delivered to the participants in the 2019 Equity Plan as required by Rule 428(b) of the Securities Act. Such documents are not being filed with the SEC as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC permits us to “incorporate by reference” the information contained in documents we file with the SEC, which means that we can disclose important information to you by referring you to those documents rather than by including them in this Registration Statement. Information that is incorporated by reference herein is considered to be part of this Registration Statement and you should read it with the same care that you read this Registration Statement. Information that we file later with the SEC will automatically update and supersede the information that is either contained, or incorporated by reference, in this Registration Statement, and will be considered to be a part of this Registration Statement from the date those documents are filed. The Registrant hereby incorporates herein by reference the following documents filed with the SEC:

In addition, all documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than, in each case, documents or information therein deemed to have been furnished and not filed in accordance with SEC rules, unless specifically incorporated by reference into this registration statement) subsequent to the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference herein. All such incorporated documents shall be deemed to be a part of this registration statement from the dates of filing of such documents.

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Any statement contained in a document incorporated or deemed to be incorporated by reference into this registration statement shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a

statement contained in this registration statement or in any other subsequently filed document which also is or is deemed to be incorporated into this registration statement modifies or supersedes that statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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Nevada Revised Statutes. As a Nevada corporation, the Company is subject to the provisions of the Nevada Revised Statutes (the “NRS”).

NRS Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted themselves in good faith and reasonably believe that their conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful. Under NRS Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing that they believe they have 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 Incorporation provide that our officers and directors shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to 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 contractual right which may be enforced in any manner desired by such person. Registrant shall pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he/she 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. The indemnification provided in our Articles of Incorporation shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Our Articles of Incorporation also provide that we may adopt bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and that we may purchase and maintain insurance on behalf of any of our officers and directors. Our Bylaws provide that a director or officer shall have no personal liability to us or our stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of NRS Section 78.300. We also maintain general liability and directors’ and officers’ insurance policies that cover certain liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers, including liabilities under the Securities Act.

Further, we have entered into employment agreements with our executives which contain provisions requiring us to indemnify our executives from certain liabilities arising in the course of their employment with us, and we may enter into similar indemnification agreements with each of our directors, executive officers, and certain of our other employees in the future. Subject to limitations established under applicable Nevada law, federal securities laws, our Articles of incorporation, and our Bylaws, these indemnification agreements may require us, among other things, to indemnify our directors and executive officers for certain expenses and against certain liabilities including, among other things, attorneys’ fees, judgments, fines, and settlement amounts actually and reasonably paid or incurred by such director or officer in any action, suit, or proceeding arising out of their services as a director or officer or any other company or enterprise to which the person provides services at our request. Subject to certain exceptions for breaches of fiduciary duty by such persons as described in the foregoing, these indemnification agreements will also require us to advance certain expenses (including attorneys’ fees and disbursements) actually and reasonably paid or incurred by these persons in advance of the final

disposition of the action, suit, or proceeding. We believe these indemnification agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.

These limitations of liability do not alter director or officer liability under the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

*filed herewith.

ITEM 9. UNDERTAKINGS

Provided, however, that: paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

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SIGNATURES

Pursuant to the requirements of the Securities Act, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on December 21, 2023

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the registrant and each person whose signature appears below constitutes and appoints Jason Les, Colin Yee, and William R. Jackman, and each of them, their true and lawful attorney-in-fact and agents, with full power to act with or without the others and with full power of substitution and re-substitution, in any and all capacities, to execute on behalf of the undersigned and file any and all amendments (including post-effective amendments) to this registration statement on Form S-8, with all exhibits thereto, and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, as amended, this registration statement has been signed below by the following persons in the capacities and on the date indicated.

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Exhibit 5.1

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O. 702.949.8200

3993 Howard Hughes Parkway Suite 600

Las Vegas, NV 89169 lewisroca.com

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December 21, 2023

Exhibit 5.1

Riot Platforms, Inc.

3855 Ambrosia Street, Suite 301

Castle Rock, CO 80109

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RE: Registration Statement of Form S-8; 13,000,000 shares of Common Stock,

no par value

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Ladies and Gentlemen:

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We have acted as special Nevada counsel to Riot Platforms, Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of 13,000,000 shares of Common Stock of the Company, no par value (the “Shares”), issuable under the Company’s 2019 Equity Incentive Plan (the “Plan”).  The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on December 21, 2023, as amended (the “Registration Statement”).  This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or any related prospectus or other ancillary documents, other than as expressly stated herein with respect to the issue of the Shares.

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As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.  With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the Corporation Law of the State of Nevada, Nevada Revised Statutes Chapter 78 (“Nevada Corporation Law”), and we express no opinion with respect to any other laws.

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Subject to the foregoing and other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the persons to whom issued, granted or awarded (“issuees”), and have been issued by the Company in the circumstances contemplated by and pursuant to the requirements of the Plan, assuming in each case that the individual issuances,

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grants or awards under the Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and the issuees have exercised their rights in accordance with the requirements of law and the Plan (and the agreements  and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.  In rendering the foregoing opinion, we have assumed that the Company will comply with any and all applicable notice requirements regarding uncertified shares pursuant to the Nevada Corporation Law.

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This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act.  We consent to your filing this opinion as an exhibit to the Registration Statement.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

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Very truly yours,

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/s/ Lewis Roca Rothgerber Christie LLP

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LEWIS ROCA ROTHGERBER CHRISTIE LLP

Exhibit 23.1

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Independent Registered Public Accounting Firm’s Consent

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We consent to the incorporation by reference in this Registration Statement of Riot Platforms, Inc. on Form S-8 of our report dated March 2, 2023, with respect to our audits of the consolidated financial statements of Riot Platforms, Inc. and Subsidiaries as of December 31, 2022 and 2021 and for each of the three years in the period ended December 31, 2022 and our report dated March 2, 2023 with respect to our audit of internal control over financial reporting of Riot Platforms, Inc. and Subsidiaries as of December 31, 2022 appearing in the Annual Report on Form 10-K of Riot Platforms, Inc. for the year ended December 31, 2022. We were dismissed as auditors on May 18, 2023 and, accordingly we have not performed any audit or review procedures with respect to any financial statements for the periods after the date of our dismissal.

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Our report on the effectiveness of internal control over financial reporting expressed an adverse opinion because of the existence of a material weakness.

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Our report also includes an explanatory paragraph regarding the restatement of the previously issued consolidated financial statements as of December 31, 2021 and for the years ended December 31, 2021 and 2020 to correct misstatements.

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/s/ Marcum llp

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Marcum llp

Costa Mesa, California

December 21, 2023

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Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

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RIOT PLATFORMS, INC
(Exact Name of Registrant as Specified in its Charter)

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Table 1: Newly Registered Securities

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1