Current Report Filing (8-k)
January 21 2021 - 01:38PM
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): January 21,
2021
CLEANSPARK, INC.
(Exact name of Registrant as specified in its charter)
|
Nevada |
|
001-39187 |
|
87-0449945 |
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number) |
|
(IRS Employer
Identification No.)
|
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):
| ¨ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
| |
|
| ¨ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
| |
|
|
|
|
|
Title of each class |
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
|
Common Stock, par value $0.001 per
share |
|
CLSK |
|
The Nasdaq Stock Market
LLC |
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.
☐
|
Item 7.01 |
Regulation FD
Disclosure. |
On
January 21, 2021, CleanSpark, Inc., a Nevada corporation (the
“Company”), issued a press release regarding a recent short report.
A copy of this press release is attached hereto as Exhibit 99.1 and
is being furnished with this Current Report on Form 8-K (“Current
Report”).
The
information set forth under Item 7.01 of this Current Report,
including Exhibit 99.1 attached hereto, is being furnished and
shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of such section. The
information in Item 7.01 of this Current Report, including Exhibit
99.1, shall not be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any incorporation by reference language in any such
filing, except as expressly set forth by specific reference in such
a filing. This Current Report will not be deemed an admission as to
the materiality of any information in this Current Report that is
required to be disclosed solely by Regulation FD.
Forward Looking Statements
This
Current Report, including Exhibit 99.1, 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 and Exhibit 99.1
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 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,” “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, including Exhibit 99.1, 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. 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.
|
Item 9.01 |
Financial Statements and
Exhibits. |
|
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.
|
|
|
CLEANSPARK, INC. |
|
| |
|
|
|
|
| Dated: January 21, 2021 |
|
By: |
/s/ Zachary K.
Bradford |
|
| |
|
|
Zachary K. Bradford |
|
|
|
|
|
Chief Executive Officer
and President
|
|
