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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 14, 2021, CleanSpark, Inc., a Nevada corporation
(the “Company”), entered into an agreement (the “Agreement”) with a premier cryptocurrency mining equipment supplier
(the “Supplier”), pursuant to which the Company purchased an aggregate of 2,250 mining servers (the “Mining Servers”).
As compensation for the Mining Servers, the Company agreed to pay the Supplier up to an aggregate of approximately $16,496,700, of which,
$9,540,260.25 was paid upon execution of the Agreements, and the remainder of which will be paid in monthly installments through June
2022. The Company currently expects to receive the Mining Servers in nine equal monthly shipments from November 2021 through July 2022,
and plans to use the Mining Servers to expand its digital currency mining activities through its wholly-owned subsidiaries.
The foregoing description of the Agreement does not
purport to be complete, and is qualified in its entirety by reference to the complete text of such Agreement, the form of which will be
filed as exhibits to the Company’s next periodic report.
Forward Looking Statements
This Current Report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained
in this Current Report, including statements regarding the expected delivery dates of the mining servers, the Company’s digital
currency mining activities, clean energy initiatives, business strategy, and plans are forward-looking statements. These statements involve
known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In addition, projections, assumptions and estimates of the Company’s future performance, its clean energy initiatives, future profitability
associated with mining cryptocurrencies, and the future performance of the markets in which the Company operates, are necessarily subject
to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,”
“will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,”
“could,” “intend,” “target,” “project,” “contemplate,” “believe,”
“estimate,” “predict,” “potential” or “continue” or the negative of these terms or other
similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking
statements largely on its current expectations and projections about future events and financial trends that the Company believes may
affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These
forward- looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions.
The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ
materially from those projected in the forward-looking statements due to risks, uncertainties and other factors described in the Company’s
press releases and in its filings with the Securities and Exchange Commission (“SEC”), including under the heading “Risk
Factors” in the Company’s Annual Report on Form 10-K and any subsequent filings with the SEC. Moreover, the Company operates
in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible
for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update
or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances
or otherwise.