Current Report Filing (8-k)
April 09 2020 - 11:56AM
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):
April 6, 2020
CLEANSPARK, INC.
(Exact name of Registrant as specified in
its charter)
Nevada
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000-53498
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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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On April 6, 2020, CleanSpark, Inc., a Nevada corporation (the “Company”),
entered into a joint venture agreement (the “Agreement”) with international partners to
procure, distribute and supply significant quantities of N-95 masks, KN-95 masks, gowns, gloves and other Personal Protective Equipment
(PPE) to be supplied to hospitals and frontline medical personnel who are in dire need while fighting the COVID-19 outbreak in
the United States (the “Joint Venture”).
The Agreement
is effective until December 31, 2020 (the “Term”) unless otherwise extended by unanimous consent of the members of
the joint venture, including the Company.
The Manager
of the Joint Venture, which is not the Company or any of its affiliates, will have the duty to manage the day-to-day business of
the Joint Venture, monitor the financial, business and operational affairs of the Joint Venture and take all responsibilities to
hire production and administrative staff and related matters. The Company is contributing the necessary capital in the amount of
$660,000 to assist with the importation of these products into the United States, with the potential for additional monies to be
lent by the Company to the Joint Venture if necessary.
Each member
of the Joint Venture will be held harmless from any and all harm or damages of any nature related to their participation in the
Joint Venture except where such harm or damages result from gross negligence or willful misconduct on the part of that member.
In connection with its contribution of capital, the Company will
receive $0.20 per mask sold through use of its funds, with the ability to re-invest the contributed capital for follow-on purchases
at least four (4) times over with the option to continue to reinvest upon mutual agreement. Such proceeds will either be distributed
to the Company as soon as commercially reasonable after receipt from such customer or at the Company’s option reinvested
for additional purchases.
Item 7.01
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Regulation FD Disclosure.
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On April 6, 2020, the Company issued a press release announcing
the Joint Venture, the Agreement and the transactions contemplated thereby. 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 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 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 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 Agreement, 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 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. 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) 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.
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CLEANSPARK, INC.
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Dated: April 9, 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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