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): October 2, 2018

CleanSpark, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada 000-53498 87-0449945
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)

 

 

70 North Main Street, Ste. 105

Bountiful, Utah

84010
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (801) 244-4405

 

 

 

________________________________________________

(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:

 

[ ]       Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))

 

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. [ ]

 

   
 

 

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

 

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On October 2, 2018, CleanSpark, Inc. (the “Company”) executed a Profession Services Agreement (the “Agreement”) with Macerich to perform engineering, design and consultation services and follow-on construction work to install a Microgrid designed by the Company’s engineering team which utilized the Company’s mVSO software in creating the system design. The system will be controlled by the Company’s mPulse controller upon completion. The microgrid will be located at Macerich’s Thousand Oaks facility in California.

 

The Agreement provides that the Company will be compensated in stages, and each stage requires that Macerich provide written authorization to proceed. The agreement further requires that an additional Design Build Contract be executed for the construction portion of the project. At this time this agreement only specifically authorizes an initial $88,250 for consultation and engineering services, the balance of the $18 million microgrid installation contract falls under later stages. These additional stages require Macerich’s written authorization to proceed with the overall project. The Company expects to receive written permission to proceed on all stages of the contract in a seven week timeline.

 

The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

SECTION 9 – Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No. Description
10.1 Agreement, dated October 2, 2018

 

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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.

 

 

/s/ S. Matthew Schultz

S. Matthew Schultz
CEO

 

Date: October 5, 2018

 

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