Current Report Filing (8-k)
August 11 2020 - 5:27PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
August 5, 2020
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
Nevada
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001-39187
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87-0449945
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1185 S. 1800 West, Suite 3
Woods Cross, Utah 84087
(Address of Principal Executive Offices)
(702) 941-8047
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant
to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.001 per share
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CLSK
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The Nasdaq Stock Market LLC
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
On August 5, 2020, CleanSpark, Inc., a Nevada corporation
(the “Company”), filed a verified complaint (the “Complaint”) in the Supreme Court of the State of New
York against an existing institutional investor (“Investor”). The case was subsequently removed to the United States
District Court for the Southern District of New York.
Among other things, the Complaint seeks declaratory relief
against Investor in response to Investor’s claim that a Form 8-K filed by the Company in relation to a July 20, 2020 Securities
Purchase Agreement needed pre-approval by Investor prior to filing and injunctive relief in response to conversion notices sent
by Investor claiming triggering events and defaults arising out of the failure to obtain the Form 8-K pre-approval.
Although the ultimate outcome of this matter cannot be determined
with certainty, the Company believes that claims raised by Investor which necessitated the filing of the Complaint are without
merit and the Company intends to defend itself vigorously against such claims.
It is possible that actions related to this dispute with Investor
may yet be filed in the same or other courts. The Company does not intend to file further Current Reports on Form 8-K describing
the additional lawsuits, or provide updates, except as required by law.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CLEANSPARK, INC.
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Dated: August 11, 2020
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By:
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/s/ Zachary K. Bradford
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Zachary K. Bradford
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Chief Executive Officer and President
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