CLSK CleanSpark Inc

As filed with the Securities and Exchange Commission on September 30, 2021

Registration No. 333-                

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

CleanSpark, Inc.

(Exact name of registrant as specified in its charter)

 

 

Nevada		87-0449945
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

CleanSpark, Inc.

1185 S. 1800 West, Suite 3

Woods Cross, Utah 84087

(Address of Principal Executive Offices) (Zip Code)

CleanSpark, Inc. 2017 Equity Incentive Plan

(Full title of the plan)

 

Zachary K. Bradford

President and CEO

CleanSpark, Inc.

1185 S. 1800 West, Suite 3

Woods Cross, Utah 84087

(Name and address of agent for service)

(702) 244-4405

(Telephone number, including area code, of agent for service)

 

Please send copies of all communications to:

Christopher L. Tinen, Esq.

Procopio, Cory, Hargreaves & Savitch LLP

12544 High Bluff Drive, Suite 400

San Diego, CA 92130

(858) 720-6320

 

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

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		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 7(a)(2)(B) of the Securities Act.  ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee(2)
Common Stock, $0.001 par value per share		2,000,000		$12.73		$25,460,000.00		$2,777.69

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2017 Equity Incentive Plan (the “Plan”) in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock.

 

(2)

Pursuant to Rules 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration fee and are based on the average of the high ($13.06) and low ($12.40) sales price of the Registrant’s Common Stock as reported on the Nasdaq Capital Market on September 17, 2021.

 

 

 

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EXPLANATORY NOTE

This Registration Statement on Form S-8 is filed by CleanSpark, Inc. (the “Registrant”) for the purpose of registering additional shares of the Registrant’s Common Stock, par value $0.001 per share (the “Common Stock”) under the Registrant’s 2017 Equity Incentive Plan (the “Plan”). The number of shares of Common Stock available for grant and issuance under the Plan was increased by 2,000,000 effective as of September 17, 2021. This Registration Statement registers such additional shares of Common Stock, which were available for grant and issuance under the Plan pursuant to the increase.

Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 of the Registrant filed with the Securities and Exchange Commission (the “SEC”) on June 19, 2017 (Registration No. 333-218831) and November 9, 2020 (Registration No. 333-249959), including any amendments thereto or filings incorporated therein, are incorporated herein by this reference to the extent not replaced hereby.

 

PART I

Information Required in the Section 10(a) Prospectus

The information called for in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the rules and regulations of the SEC. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”).

 

PART II

Information Required in the Registration Statement

Item 3. Incorporation of Documents by Reference.

We incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus. We are not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the future, that are not deemed “filed” with the SEC, including our performance graph or any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.

The following documents, which have been filed by the Registrant with the SEC pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

•	Our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, and filed with the SEC on December 17, 2020;

 

•

Our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020, March 31, 2021 and June 30, 2021, and filed with the SEC on February 12, 2021,  May 6, 2021 and August 16, 2021, respectively;

 

•

Our Current Reports on Form 8-K filed with the SEC on February 24, 2021 (solely with respect to Items 1.01 and 3.02 thereto), February 24, 2021 (amendment), March 1, 2021 (solely with respect to Item 1.01 thereto) and March 8, 2021 (solely with respect to Item 1.01 thereto), March 18, 2021 (excluding Item 7.01 thereto), March 25, 2021, April 1, 2021, April 8, 2021, April 15, 2021 (solely with respect to Item 1.01 thereto), April 16, 2021, May 5, 2021, May 13, 2021 (solely with respect to Item 1.01 thereto), May 26, 2021 (solely with respect to Item 1.01 thereto), June 3, 2021, June 15, 2021, June 15, 2021, July 14, 2021 (solely with respect to Item 1.01 thereto) August 10, 2021 (solely with respect to Item 1.01 thereto), and September 17, 2021; and

 

•

The description of our Common Stock contained in our Registration Statement on Form 8-A, dated January 22, 2020 and any amendment or report filed with the SEC for the purpose of updating the description.

 

 

Item 8. Exhibits.

 

Exhibit Number

Description

 

4.1	Amended and Restated Articles of Incorporation (as currently in effect), incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with SEC on September 17, 2021.
4.2	Amended and Restated Bylaws (as currently in effect), incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on September 17, 2021.
4.3	Certificate of Designation of Series A Preferred Stock, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on April 16, 2015.
5.1*	Opinion of Procopio, Cory, Hargreaves & Savitch LLP
23.1*	Consent of Independent Registered Public Accounting Firm
23.2*	Consent of Procopio, Cory, Hargreaves & Savitch LLP (filed as part of Exhibit 5.1)
24.1*	Power of Attorney (contained on the signature page of this registration statement on Form S-8)
99.1	CleanSpark, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-8 filed with the SEC on June 17, 2017.
99.2	Amendment to CleanSpark, Inc. 2017 Equity Incentive Plan, form of such exhibit was previously included as Appendix B to our definitive Proxy Statement on Schedule 14A filed on July 28, 2020 and incorporated by this reference.
99.3	Second Amendment to CleanSpark, Inc. 2017 Equity Incentive Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 17, 2021.

 

* Filed herewith.

 

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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 Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Woods Cross, State of Utah, on September 30, 2021.

 

CLEANSPARK, INC.
By:		/s/ Zachary K. Bradford
		Zachary K. Bradford President and Chief Executive Officer

  

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POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Zachary K. Bradford and Lori Love, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Registration Statement, including any and all pre-effective and post-effective amendments and to file such amendments thereto, with 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 and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Signature		Title					Date
/s/ Zachary K. Bradford		President, Chief Executive Officer and Director (Principal Executive Officer)				September 30, 2021
Zachary K. Bradford
/s/ Lori Love		Chief Financial Officer (Principal Financial Officer)					September 30, 2021
Lori Love
/s/ S. Matthew Schultz		Chairman of the Board of Directors, Executive Chairman					September 30, 2021
S. Matthew Schultz
/s/ Larry McNeill		Director					September 30, 2021
Larry McNeill
/s/ Dr. Thomas L. Wood		Director					September 30, 2021
Dr. Thomas L. Wood
/s/ Roger P. Beynon		Director					September 30, 2021
Roger P. Beynon

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